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Law Office
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, Pennsylvania 19103-7098
(215) 564-8000
Direct Dial: (215) 564-8024
June 5, 2000
Delaware Group Premium Fund
1818 Market Street
Philadelphia, PA 19103
Re: Legal Opinion-Securities Act of 1933
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Ladies and Gentlemen:
We have examined the Agreement and Declaration of Trust (the
"Agreement") of Delaware Group Premium Fund (the "Fund"), a series business
trust organized under the Delaware Business Trust Act, the By-Laws of the Fund,
and its proposed form of Share Certificates (if any) and the various pertinent
corporate proceedings we deem material. We have also examined the Notification
of Registration and the Registration Statements filed on behalf of the Fund or
its predecessor under the Investment Company Act of 1940, as amended (the
"Investment Company Act") and the Securities Act of 1933, as amended (the
"Securities Act"), all as amended to date, as well as other items we deem
material to this opinion.
The Fund is authorized by the Agreement to issue an unlimited
number of shares of beneficial interest with no par value and currently issues
shares of the Balanced Series, the Capital Reserves Series, the Cash Reserve
Series, the Convertible Securities Series, the Devon Series, the Emerging
Markets Series, the Global Bond Series, the Growth and Income Series, the Growth
Opportunities Series, the High Yield Series, the International Equity Series,
the REIT Series, the Select Growth Series, the Small Cap Value Series, the
Social Awareness Series, the Strategic Income Series, the Technology and
Innovation Series, the Trend Series, and the U.S. Growth Series. The Agreement
also empowers the Board to designate any additional series or classes and
allocate shares to such series or classes.
The Fund has filed with the U.S. Securities and Exchange
Commission, a registration statement under the Securities Act, which
registration statement is deemed to register an indefinite number of shares of
the Fund pursuant to the provisions of Section 24(f) of the Investment Company
Act. You have further advised us that the Fund, and/or its predecessor, has
filed, and each year hereafter will timely file, a Notice pursuant to Rule 24f-2
under the Investment Company Act perfecting the registration of the shares sold
by the Fund during each fiscal year during which such registration of an
indefinite number of shares remains in effect.
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Delaware Group Premium Fund
June 5, 2000
Page 2
You have also informed us that the shares of the Fund, and/or
its predecessor, have been, and will continue to be, sold in accordance with the
Fund's usual method of distributing its registered shares, under which
prospectuses are made available for delivery to offerees and purchasers of such
shares in accordance with Section 5(b) of the Securities Act.
Based upon the foregoing information and examination, so long
as the Fund remains a valid and subsisting entity under the laws of its state of
organization, and the registration of an indefinite number of shares of the Fund
remains effective, the authorized shares of the Fund when issued for the
consideration set by the Board of Trustees pursuant to the Agreement, and
subject to compliance with Rule 24f-2, will be legally outstanding, fully-paid,
and non-assessable shares, and the holders of such shares will have all the
rights provided for with respect to such holding by the Agreement and the laws
of the State of Delaware.
We hereby consent to the use of this opinion, in lieu of any
other, as an exhibit to the Registration Statement of the Fund, along with any
amendments thereto, covering the registration of the shares of the Fund under
the Securities Act and the applications, registration statements or notice
filings, and amendments thereto, filed in accordance with the securities laws of
the several states in which shares of the Fund are offered, and we further
consent to reference in the registration statement of the Fund to the fact that
this opinion concerning the legality of the issue has been rendered by us.
Very truly yours,
STRADLEY, RONON, STEVENS & YOUNG, LLP
BY: /s/ Mark H. Plafker
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Mark H. Plafker
