[ARM Capital Advisors Letterhead
A Member of the ARM Financial Group]
August 28, 1996
The Legends Fund, Inc.
200 East Wilson Bridge Road
Worthington, OH 43085
Dear Sirs:
This opinion is furnished in connection with the filing by The Legends Fund,
Inc. (the "Fund") of a Notice (the "Notice") pursuant to Rule 24f-2 (the
"Rule") under the Investment Company Act of 1940 relating to the registration
by the Fund under the Securities Act of 1933 (the "1933 Act") of an
indefinite number of shares. These securities were registered by the filing
under the 1933 Act of Registration Statement No. 33-50434 (the "Registration
Statement") which became effective on November 20, 1992. In reliance upon
the Rule, $0 shares were sold in the fiscal year ended June 30, 1996
(the "Shares"). The Shares are described in the Prospectus included in the
Registration Statement, as amended.
I have examined all such corporate records of the Fund and such other
documents and such laws as I consider appropriate as a basis for the opinion
hereinafter expressed. On the basis of such examination, it is my opinion
that:
1. The Fund is a corporation duly organized and validly existing under the
laws of the state of Maryland.
2. The Shares, the registration of which the Notice makes definite in number,
are validly issued, fully paid and non-assessable.
Sincerely,
/s/ Kevin L. Howard
__________________________
Kevin L. Howard, Esq.
<PAGE>
<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
READ INSTRUCTIONS AT END OF FORM BEFORE PREPARING FORM.
PLEASE PRINT OR TYPE.
____________________________________________________________________________
1. Name and address of issuer:
The Legends Fund, Inc.
200 East Wilson Bridge Road
Worthington, Ohio 43085
____________________________________________________________________________
2. Name of each series or class of funds for which this notice is filed:
ARM Capital Advisors Money Market Portfolio Renaissance Balanced Portfolio
Dreman Value Portfolio Harris Bretall Equity Growth
Portfolio
Zweig Asset Allocation Portfolio Zweig Equity (Small Cap)
Portfolio
Morgan Stanley Asian Growth Portfolio Nicholas-Applegate Balanced
Portfolio
Pinnacle Fixed Income Portfolio Morgan Stanley Worldwide High
Income Portfolio
____________________________________________________________________________
3. Investment Company Act File Number: 811-7084
Securities Act File Number: 33-50434
____________________________________________________________________________
4. Last day of fiscal year for which this notice is filed: June 30, 1996
____________________________________________________________________________
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold
after the close of the fiscal year but before termination of the issuer's
24f-2 declaration:
[ ]
____________________________________________________________________________
6. Date of termination of Issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6:
____________________________________________________________________________
7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant to
rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
____________________________________________________________________________
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
0
____________________________________________________________________________
9. Number and aggregate sale price of securities sold during the fiscal year:
0 shares; $0
____________________________________________________________________________
<PAGE>
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
0 shares; $0
____________________________________________________________________________
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable
(see Instruction B.7):
____________________________________________________________________________
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold
during the fiscal year in reliance on $ 0
rule 24f-2 (from Item 10): _____________
(ii) Aggregate price of shares issued in
connection with dividend reinvestment +
plans (from Item 11, if applicable): ______________
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year - 0
(if applicable): ______________
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as
a reduction to filing fees pursuant to +
rule 24e-2 (if applicable): _______________
(v) Net aggregate price of securities sold
and issued during the fiscal year in
reliance on rule 24f-2 [line (i), plus
line (ii), less line (iii), plus line 0
(iv)] (if applicable): _______________
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation (see x 1/2900
Instruction C.6): _______________
(vii) Fee due [line (i) or line (v) multiplied $ 0
by line (vi)]: ===============
INSTRUCTION: ISSUERS SHOULD COMPLETE LINES (II), (III), (IV), AND (V) ONLY
IF THE FORM IS BEING FILED WITHIN 60 DAYS AFTER THE CLOSE OF
THE ISSUER'S FISCAL YEAR. SEE INSTRUCTION C.3.
____________________________________________________________________________
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[ ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
____________________________________________________________________________
SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ Kevin Howard, Secretary
________________________________________________
Kevin Howard, Secretary
Date 8/29/96
____________________________
*Please print the name and title of the signing officer below the signature.
