On March 21, 1994, the Registration Statement of First Eagle International Fund,
Inc. was declared effective by the Securities and Exchange Commission. The
Registration Statement contained a declaration of the Fund's election to
register an indefinite number of shares for the fiscal year ended December 31,
1994 and therafter, and this Notice, filed pursuant to Rule 24f-2, is for the
fiscal year ended December 31, 1995.
<TABLE>
<CAPTION>
<S> <C> <C>
Shares Amount
------ ------
A. Shares registered under Securities Act 1933
other than pursuant to Rule 24f-2 remained
unsold on January 1, 1995 0 $0
B. Shares registered during fiscal year other
than pursuant to Rule 24f-2 0 $0
- --
Total 0 $0
= ==
C. Number and aggregate sales price of
securities sold during the fiscal year in
reliance upon registration pursuant to Rule
24f-2 200,161 $2,452,762
D. Number and aggregate sales price of
securities issued during the fiscal year in
connection with dividend reinvestment plans 0 0
E. Number and aggregate sale price of
securities sold during the fiscal year 200,161 $2,452,762
Calculation of registration fee:
1. Aggregate sale price of securities sold
during the fiscal year in reliance on Rule 24f-2 $2,452,762
2. Aggregate price of shares issued in
connection with dividend reinvestment plans 0
3. Aggregate price of shares redeemed or
repurchased during the fiscal year $1,906,056
4. Aggregate price of shares redeemed or
repurchased and applied as a reduction to
filing fees pursuant to rule 24e-2 0
5. Net aggregate sale price of securities sold
during the fiscal year in reliance on rule 24f-2 $546,706
6. Divisor prescribed by Section 6(b) under
the Securities Act of 1933 or other applicable
law or regulation 2900
----
7. Fee due $188.52
=======
</TABLE>
Very truly yours,
/s/Martha B. Pierce
- - -------------------
Martha B. Pierce
Secretary
FULBRIGHT & JAWORSKI
L. L. P.
A Registered Limited Liability Partnership
666 Fifth Avenue
New York, New York 10103 Houston
Washington, D.C.
Austin
San Antonio
New York
Los Angeles
Telephone: 212/318-3000 London
Facsimile: 212/752-5958 Zurich
Hong Kong
WRITER'S DIRECT DIAL NUMBER:
212/318-3318
February 15, 1996
The Board of Directors
First Eagle International Fund, Inc.
45 Broadway
New York, New York 10006
Dear Sirs:
We refer to the filing by First Eagle International Fund, Inc., a Maryland
corporation (the "Fund"), of a "Rule 24f-2 Notice" pursuant to Rule 24f-2
promulgated under the Investment Company Act of 1940, in which the Fund reported
sales during the fiscal year ended December 31, 1995 of 200,161 shares of the
Fund's common stock (the "Shares").
We, as counsel to the Fund, have examined such documents and reviewed such
questions of law as we deemed necessary for the purposes of this opinion. As to
various questions of fact material to this opinion, we have relied upon a
certificate provided by the Secretary of the Fund. On the basis of such
examination and review, we advise you that, in our opinion, the Shares have been
legally issued and are fully paid and nonassessable.
We consent to the filing of this opinion together with the Rule 24f-2
Notice referred to above. This consent is not to be construed as an admission
that we are a person whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/Fulbright & Jaworski L.L.P
- - -----------------------------
Fulbright & Jaworski .L.L.P.
