EXHIBIT 12
_____________, 2001
Warburg, Pincus Emerging Markets Fund, Inc.
466 Lexington Avenue
16th Floor
New York, New York 10017-3147
DLJ Opportunity Funds,
on behalf of DLJ Developing Markets Fund
277 Park Avenue
24th Floor
New York, New York 10172
Ladies and Gentlemen:
You have asked us for our opinion concerning certain federal income tax
consequences to (a) DLJ Opportunity Funds, a Delaware business trust (the
"Acquired Trust"), on behalf of DLJ Developing Markets Fund (the "Acquired
Fund"), a separate series of the Acquired Trust, (b) Warburg, Pincus Emerging
Markets Fund, Inc., a Maryland corporation (the "Acquiring Fund"), and (c)
holders of shares of beneficial interest in the Acquired Fund ("Acquired Fund
Shareholders") when Acquired Fund Shareholders receive voting shares of common
stock of the Acquiring Fund (the "Acquiring Fund Shares") in exchange for their
interests in the Acquired Fund pursuant to an acquisition by the Acquiring Fund
of all of the assets of the Acquired Fund in exchange for the Acquiring Fund
Shares and the assumption by the Acquiring Fund of all of the liabilities of the
Acquired Fund (the "Reorganization"),
<PAGE>
_____________, 2001
Page
all pursuant to that certain Agreement and Plan of Reorganization, dated as of
__________, 2000, between the Acquired Trust, for and on behalf of the Acquired
Fund, the Acquiring Fund, and Credit Suisse Asset Management, LLC. This opinion
is delivered pursuant to Section 8.5 of the Plan.
We have reviewed such documents and materials as we have considered necessary
for the purpose of rendering this opinion. In rendering this opinion, we have
assumed that such documents as yet unexecuted will, when executed, conform in
all material respects to the proposed forms of such documents that we have
examined. In addition, we have assumed the genuineness of all signatures, the
capacity of each party executing a document to so execute that document, the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all documents submitted to us as certified or photostatic
copies.
We have made inquiry as to the underlying facts which we considered to be
relevant to the conclusions set forth in this letter. The opinions expressed in
this letter are based upon certain factual statements relating to the Acquired
Fund and the Acquiring Fund set forth in the Registration Statement on Form N-14
(the "Registration Statement") filed by the Acquiring Fund with the Securities
and Exchange Commission and representations made in letters from the Acquired
Trust on behalf of the Acquired Fund, and the Acquiring Fund addressed to us for
our use in rendering this opinion. We have no reason to believe that these
representations and facts are not valid, but we have not attempted to verify
independently any of these representations and facts, and this opinion is based
upon the assumption that each of them is accurate. Capitalized terms used herein
and not otherwise defined shall have the meaning given them in the Registration
Statement.
The conclusions expressed herein are based upon the Internal Revenue Code of
1986, as amended (the "Code"), Treasury regulations issued thereunder, published
rulings and procedures of the Internal Revenue Service and judicial decisions,
all as in effect on the date of this letter.
Based upon the foregoing, we are of the opinion that for federal income tax
purposes:
the transfer to the Acquiring Fund of all of the Acquired Fund's assets in
exchange solely for the Acquiring Fund Shares and the assumption by the
Acquiring Fund of all of the liabilities of the Acquired Fund, followed by the
distribution of such Acquiring Fund Shares to the Acquired Fund Shareholders in
exchange for their shares of the Acquired Fund in complete liquidation of the
Acquired Fund, will constitute a "reorganization" within the meaning of Section
368(a)(1) of the Code, and the Acquiring Fund and the Acquired Fund will each be
a "party to a reorganization" within the meaning of Section 368(b) of the Code;
<PAGE>
_____________, 2001
Page
no gain or loss will be recognized by the Acquiring Fund on the receipt of the
assets of the Acquired Fund in exchange for the Acquiring Fund Shares and the
assumption by the Acquiring Fund of all of the liabilities of the Acquired Fund;
no gain or loss will be recognized by the Acquired Fund upon the transfer of the
Acquired Fund's assets to the Acquiring Fund in exchange for the Acquiring Fund
Shares and the assumption by the Acquiring Fund of the liabilities of the
Acquired Fund or upon the distribution (whether actual or constructive) of the
Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their
shares of the Acquired Fund;
no gain or loss will be recognized by the Acquired Fund Shareholders upon the
exchange of their shares of the Acquired Fund for the Acquiring Fund Shares or
upon the assumption by the Acquiring Fund of the liabilities of the Acquired
Fund as part of the transaction;
the aggregate tax basis of the Acquiring Fund Shares received by each of the
Acquired Fund Shareholders pursuant to the Reorganization will be the same as
the aggregate tax basis of the shares of the Acquired Fund held by such Acquired
Fund Shareholder immediately prior to the Reorganization, and the holding period
of the Acquiring Fund Shares to be received by each Acquired Fund Shareholder
will include the period during which the shares of the Acquired Fund exchanged
therefor were held by such shareholder (provided that such Acquired Fund Shares
were held as capital assets in the hands of such Acquired Fund Shareholder on
the date of the Reorganization); and
the tax basis of the Acquired Fund's assets acquired by the Acquiring Fund will
be the same as the tax basis of such assets to the Acquired Fund immediately
prior to the Reorganization, and the holding period of the assets of the
Acquired Fund in the hands of the Acquiring Fund will include the period during
which those assets were held by the Acquired Fund.
Very truly yours,
