On March 21, 1994, the Registration Statement of First Eagle Fund of America,
Inc. was declared effective by the Securities and Exchane Commission. The
Registration Satement 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, 1996.
<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, 1996 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
reliancce upon registration pursuant to Rule
24f-2 429,455 $6,119,768
D. Number and aggregate sales price of
securities issued during the fiscal year in
connection with dividend reinvestment plans 52,309 699,895
E. Number and aggregate sale price of
securities sold during the fiscal year 429,455 $6,119,768
Calculation of registration fee:
1. Aggregate sale price of securities sold
during the fiscal year in reliance on Rule 24f-2 $6,119,768
2. Aggregate price of shares issued in
connection with dividend reinvestment plans $699,895
3. Aggregate price of shares redeemed or
repurchased during the fiscal year $(337,352)
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 $6,482,311
6. Multiplier prescribed by Section 6(b) under
the Securities Act of 1933 or other applicable
law or regulation x 0.00030303
---------
7. Fee due $ 1,964.34
===========
</TABLE>
FULBRIGHT & JAWORSKI
L. L. P.
A Registered Limited Liability Partnership Houston
666 Fifth Avenue Washington D. C.
New York, New York 10103-3198 Austin
San Antonio
TELEPHONE:212/318-3000
FACSIMILE: 212/752-5958 Dallas
Los Angeles
WILLIAM H. BOHNETT New York
PARTNER
Direct Dial: 212/318-3318
Hong Kong
London
February 13, 1997
The Board of Directors
First Eagle International Fund, Inc.
1345 Avenue of the Americas
New York, New York 10105
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, 1996 of 481,764 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 Treasurer 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
- -----------------------
FULBRIGHT & JAWORSKI L.L.P.
