July 26, 2000
Nicholas Equity Income Fund, Inc.
700 North Water Street
Suite 1010
Milwaukee, Wisconsin 53202
Gentlemen:
We have acted as counsel to Nicholas Equity Income Fund, Inc.
(The "Fund"), a corporation organized under the laws of the State
of Maryland, in connection with the preparation and filing of
a registration statement on Form N-1A and amendments thereto
("Registration Statement"), relating to the registration of these
shares of common stock of the Fund ("Common Stock") under the
securities Act of 1933, as amended.
We have reviewed the Articles of Incorporation and By-Laws of
the Fund and the Registration Statement; we also have examined such
other corporate records, certified documents and other documents
as we deem necessary for the purposes of this opinion and we have
considered such questions of law as we believe to be involved. We
have assumed without independant verification of the genuiness of
signatures and to the conformity with originals of all documents
submitted to us as copies. Based upon the foregoing, we are of the
opinion that:
1. The Fund is validly organized under the laws of the State
of Maryland, and has the corporate power to carry on its present
business and is duly authorized to own its properties and conduct
its business in those states where such authorization is presently
required.
2. The Fund is authorized to issue up to five hundred million
(500,000,000) shares of Common Stock, par value $.0001 per share,
including those shares currently issued and outstanding.
3. The shares of Common Stock of the Fund to be offered for
sale pursuant to the Registration Statement have been duly authorized
and, upon the effectiveness of Post Effective Amendment No. 7 to
the Registration Statement and compliance with applicable federal
and state securities laws and regulations, when sold, issued
(within the limits authorized under the Articles of Incorporation of
the Fund) and paid for as contemplated in the Registration Statement,
such shares will have benn validly and legally issued, fully paid and
non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us in the prospectus
comprising Part A and elsewhere in the Registration Statement.
Very truly yours,
MICHAEL BEST & FRIEDRICH
/s/ Michael Best & Friedrich LLP
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