[MORRISON & FOERSTER LLP LETTERHEAD]
July 28, 2000
Nations Fund, Inc.
111 Center Street
Little Rock, AR 72201
Re: Shares of Common Stock of
Nations Fund, Inc.
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Dear Ladies and Gentlemen:
We refer to Post-Effective Amendment No. 47 and Amendment No. 48 to the
Registration Statement on Form N-1A (SEC File Nos. 33-4038; 811-4614) (the
"Registration Statement") of Nations Fund, Inc. (the "Company"), relating to the
registration of an indefinite number of Shares of Common Stock in the Company
(collectively, the "Shares").
We have been requested by the Company to furnish this opinion as
Exhibit 23i to the Registration Statement.
We have examined such records, documents, instruments, and certificates
of public officials and of the Company, made such inquiries of the Company, and
examined such questions of law as we have deemed necessary for the purpose of
rendering the opinion set forth herein. We have also verified with the Company's
transfer agent the maximum number of Shares issued by the Company during the
fiscal period ended March 31, 2000. We have assumed the genuineness of all
signatures and the authenticity of all items submitted to us as originals and
the conformity with originals of all items submitted to us as copies.
Based upon and subject to the foregoing, we are of the opinion that:
The issuance and sale of the Shares by the Company have been duly and
validly authorized by all appropriate action, and assuming delivery of the
Shares by sale or in accord with the Company's dividend reinvestment plan in
accordance with the description set forth in the Registration Statement, as
amended, the Shares will be validly issued, fully paid and nonassessable.
We consent to the inclusion of this opinion as an exhibit to the
Registration Statement.
In addition, we hereby consent to the use of our name and to the
reference to our Firm under the heading "Counsel" in the Statement of Additional
Information.
Very truly yours,
/s/ MORRISON & FOERSTER LLP
MORRISON & FOERSTER LLP
