LAW OFFICES OF
DECHERT
30 ROCKEFELLER PLAZA
NEW YORK, NY 10112
October 31, 2000
The Bramwell Funds, Inc.
745 Fifth Avenue
New York, New York 10151
Dear Ladies and Gentlemen:
We have acted as counsel for The Bramwell Funds, Inc., a
Maryland corporation (the "Company"), in connection with the organization of the
Company, the registration of the Company under the Investment Company Act of
1940 and the registration under the Securities Act of 1933 of an indefinite
number of shares of common stock, $.0001 par value each, of the Company.
As counsel for the Company, we have participated in the
preparation of Post-Effective Amendment No. 9 under the Securities Act of 1933
and Post-Effective Amendment No. 10 under the Investment Company Act of 1940 to
the registration statement of the Company on Form N-1A relating to such shares
and have examined and relied upon such records of the Company and such other
documents we have deemed to be necessary to render the opinion expressed herein.
Based on such examination, we are of the opinion that:
(i) The Company is a corporation duly organized and
existing under the laws of the State of Maryland;
(ii) The Company is authorized to issue 500,000,000 shares
of common stock, par value $.0001 per share, of which
200,000,000 shares have been allocated to the
Bramwell Growth Fund, and 200,000,000 shares have
been allocated to the Bramwell Focus Fund, and such
shares have been duly and validly authorized by all
requisite action of the Directors of the Company, and
no action of the shareholders is required in such
connection; and
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The Bramwell Funds, Inc.
October 31, 2000
Page 2
(iii) Assuming that the Company or its agent receives
consideration for such shares in accordance with the
terms of the prospectus forming a part of the
Company's Post-Effective Amendment No. 9 to its
registration statement and the provisions of its
Articles of Incorporation, the shares will be legally
and validly issued and will be fully paid and
non-assessable by the Company.
We hereby consent to the use of this opinion as an exhibit to
the Company's Post-Effective Amendment No. 9 to its registration Statement on
Form N-1A, and any subsequent amendments thereto, filed with the Securities and
Exchange Commission (File No. 811-8546). In giving such consent, we do not
hereby admit that we are within the category of persons whose consent is
required by Section 7 of the Securities Act of 1933, as amended, and the rules
and regulations thereunder.
Very truly yours,
/s/ Dechert
