Exhibit 10.7
Opinion and Consent of Counsel
<PAGE>
August 9, 2000
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Ladies and Gentlemen:
This undersigned serves as Counsel to Phoenix Home Life Mutual
Insurance Company ("Phoenix Home Life"). Shares of The Phoenix Edge Series Fund,
a Massachusetts business trust (the "Phoenix Fund") are issued to one or more
designated separate accounts of Phoenix Home Life. In my capacity as Counsel, I
have represented these entities in connection with the preparation and filing of
Post-Effective Amendment No. 32 to the Fund's Registration Statement on Form
N-1A under which shares of the Fund have been registered (the "Registration
Statement"). I am admitted to practice law in the State of Connecticut and am
familiar with Massachusetts law applicable to this entity.
This opinion is furnished in connection with the registration under the
Securities Act of 1933, as amended of shares of the Phoenix-Bankers Trust
Nasdaq-100 Index and Phoenix-Engemann Small and Mid-Cap Growth Series ("Shares")
of The Phoenix Edge Series Fund.
In rendering my opinion, I have examined such documents, records, and matters of
law as I deemed necessary for purposes of this opinion. I have assumed the
genuineness of all signatures of all parties, the authenticity of all documents
submitted as originals, the correctness of all copies, and the correctness of
all facts set forth in the certificates delivered to me and the correctness of
all written and oral statements made to me.
Based upon and subject to the foregoing, it is my opinion that the Shares that
will be issued by The Phoenix Edge Series Fund will, when sold, be legally
issued, fully paid, and nonassessable.
My opinion is rendered solely in connection with the Registration Statement and
may not be relied upon for any other purposes without my written consent. I
hereby consent to the use of this opinion as an exhibit to such Registration
Statement.
Very truly yours,
/s/ Edwin L. Kerr
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Edwin L. Kerr, Counsel
The Phoenix Edge Series Fund
