EXHIBIT 11
December 26, 2000
Warburg, Pincus Fixed Income Fund
466 Lexington Avenue
16th Floor
New York, New York 10017-3147
Ladies and Gentlemen:
We have acted as counsel to Warburg, Pincus Fixed Income Fund, a Massachusetts
business trust (the "Acquiring Fund"), in connection with the proposed
acquisition by the Acquiring Fund, of all of the assets and liabilities of the
DLJ Fixed Income Fund (the "Acquired Fund"), a series of DLJ Opportunity Funds,
a Delaware business trust ("Opportunity Funds"), in exchange for voting shares
of the common stock of the Acquiring Fund (the "Shares"), pursuant to an
Agreement and Plan of Reorganization among Opportunity Funds, for and on behalf
of the Acquired Fund, the Acquiring Fund, and Credit Suisse Asset Management,
LLC (the "Plan").
We have examined the Acquiring Fund's Registration Statement on Form N-14
substantially in the form in which it is to become effective (the "Registration
Statement"), the Acquiring Fund's Articles of Incorporation and Bylaws, each as
amended, and the Plan.
We have also examined and relied upon other documents and certificates with
respect to factual matters as we have deemed necessary to render the opinions
expressed herein. We have assumed, without independent verification, the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity with originals of all documents submitted to us
as copies. We have further assumed that the Plan constitutes the legal, valid
and binding obligation of the Acquired Fund, enforceable against the Acquired
Fund in accordance with its terms.
We are members of the bar of the State of New York and do not purport to be
experts on, or to express any opinion herein, concerning any law, other than the
laws of the State of New York and the federal laws of the United States of
America. Anything in this opinion to the contrary notwithstanding, we render or
imply no opinion with respect to compliance with any applicable securities or
anti-fraud statutes, rules, regulations or other similar laws of any state
(including The Commonwealth of Massachusetts) or the United States of America.
In rendering the opinions herein, we assume that there will be no material
changes in the facts and conditions on which we base such opinions between the
date hereof and the time of issuance of Shares pursuant to the Plan.
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Based upon the foregoing, we are of the opinion that:
(a) The Acquiring Fund is a duly organized, validly existing business
trust under the laws of The Commonwealth of Massachusetts; and
(b) The Shares of the Acquiring Fund to be issued as contemplated in the
Plan have been duly authorized, and, subject to the receipt by the
Acquiring Fund of consideration equal to the net asset value thereof
(but in no event less than the par value thereof), when issued in
accordance with the Plan, will be validly issued, fully paid and
nonassessable Shares of the Acquiring Fund under the laws of The
Commonwealth of Massachusetts. We note, however, that holders of
shares of beneficial interest in Massachusetts business trust may,
under certain circumstances, be subject to assessment at the
instance of creditors to pay the obligations of such trust in the
event that its assets are insufficient for such purpose.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, to the references to us in the Prospectus/Proxy
Statement included as part of the Registration Statement and to the filing of
this opinion as an exhibit to any application made by or on behalf of the
Acquiring Fund or any distributor or dealer in connection with the registration
or qualification of the Acquiring Fund or the Shares under the securities laws
of any state or other jurisdiction.
This opinion is furnished by us as counsel to the Acquiring Fund, is solely for
the benefit of the Acquiring Fund and its Directors and its officers in
connection with the above-described acquisition of assets and may not be relied
upon for any other purpose or by any other person.
Very truly yours,
/s/ Willkie Farr & Gallagher
