October 11, 2000
Robert J. Zutz
202.778.9059
Fax: 202.778.9100
[email protected]
First Investors Series Fund II, Inc.
95 Wall Street
New York, New York 10005
Ladies and Gentlemen:
You have requested our opinion, as counsel to First Investors Series Fund
II, Inc. (the "Company"), as to certain matters regarding the issuance of Shares
of the Company. As used in this letter, the term "Shares" means the Class A and
Class B shares of common stock of the All-Cap Growth Fund, a new series of the
Company, during the time this Post-Effective Amendment No. 31 to the Company's
Registration Statement on Form N-1A ("PEA") is effective and has not been
superseded by another post-effective amendment.
As such counsel, we have examined certified or other copies, believed by
us to be genuine, of the Company's Articles of Incorporation and by-laws and
such resolutions and minutes of meetings of the Company's Board of Directors as
we have deemed relevant to our opinion, as set forth herein. Our opinion is
limited to the laws and facts in existence on the date hereof, and it is further
limited to the laws (other than the conflict of law rules) in the State of
Maryland that in our experience are normally applicable to the issuance of
shares by corporations and to the Securities Act of 1933 ("1933 Act"), the
Investment Company Act of 1940 ("1940 Act") and the regulations of the
Securities and Exchange Commission ("SEC") thereunder.
Based on present laws and facts, we are of the opinion that the issuance
of the Shares has been duly authorized by the Company and that, when sold in
accordance with the terms contemplated by the PEA, including receipt by the
Company of full payment for the Shares and compliance with the 1933 Act and the
1940 Act, the Shares will have been validly issued, fully paid and
non-assessable.
We hereby consent to this opinion accompanying the PEA when it is filed
with the SEC and to the reference to our firm in the PEA.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
By /s/ Robert J. Zutz
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Robert J. Zutz
