KRAMER LEVIN NAFTALIS & FRANKEL LLP
919 THIRD AVENUE
NEW YORK, N.Y. 10022 - 3852
TEL (212) 715-9100 47, Avenue Hoche
FAX (212) 715-8000 75008 Paris
France
September 14, 2000
Stralem Fund
505 Park Avenue
New York, NY 10022
Re: Stralem Fund - Post-Effective Amendment
No. 45 to Registration Statement on Form N-1A
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Ladies and Gentlemen:
We have acted as counsel for Stralem Fund, a Delaware business trust
(the "Trust"), in connection with certain matters relating to the creation of
the Trust and the issuance and offering of its Shares. Capitalized terms used
herein and not otherwise herein defined are used as defined in the Trust
Instrument of the Trust dated January 27, 1999 (the Governing Instrument"). You
have asked our opinion concerning certain matters relating to the issuance of
Shares of beneficial interest of Stralem III Fund.
In rendering this opinion, we have examined copies of the following
documents, each in the form provided to us: the Certificate of Trust of the
Trust as filed in the Office of the Secretary of State of the State of Delaware
(the "Recording Office") on January 27, 1999 (the "Certificate"); the Governing
Instrument; the Bylaws of the Trust (the "Bylaws"); Post-Effective Amendment No.
44 to the Registration Statement under the Securities Act of 1933 on Form N-1A
of the Trust, as filed with the Securities and Exchange Commission on August 3,
2000 (the "Post-Effective Amendment"); certain resolutions of the Trustees of
the Trust prepared for adoption at the meetings of the Board of Trustees held on
February 3, 1999 and September 13, 2000 and certain resolutions of the Trustees
of the Trust adopted by unanimous written consent of the Trustees dated as of
July 31, 2000 (collectively, the "Resolutions" and together with the Governing
Instrument, the Bylaws and the Post-Effective Amendment, the "Governing
Documents"); a Secretary's Certificate of the Trust dated September 13, 2000
certifying as to the Governing Instrument, the Bylaws and the due adoption of
the Resolutions; and a certification of good standing of the Trust obtained as
of a recent date from the Recording Office. In such examinations, we have
assumed the genuineness of all signatures, the conformity to original documents
of all documents submitted to us as copies or drafts of documents to be
executed, and the legal capacity of natural persons to complete the execution of
documents.
We are members of the Bar of the State of New York and we are not
experts on, and we do not express any opinion as to, the law of any other state
or jurisdiction other than the laws of the State of New York and applicable
federal laws of the United States. As to matters involving Delaware law, with
your permission, we have relied solely upon an opinion of Morris, Nichols,
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Stralem Fund
September 14, 2000
Page 2
Arsht & Tunnell, special Delaware counsel to the Trust, a copy of which is
attached hereto, concerning the organization of the Trust and the authorization
and issuance of the Shares, and our opinion is subject to the qualifications and
limitations set forth therein, which are incorporated herein by reference as
though fully set forth herein.
Based on and subject to the foregoing, it is our opinion that:
1. The Trust is a duly formed and validly existing business trust
in good standing under the laws of the State of Delaware.
2. The Shares of Stralem III Fund, when issued to Shareholders in
accordance with the terms, conditions, requirements and procedures set forth in
the Governing Documents, will constitute legally issued, fully paid and
non-assessable Shares of beneficial interest in Stralem III Fund.
This opinion is solely for your benefit and is not to be quoted in
whole or in part, summarized or otherwise referred to, nor is it to be filed
with or supplied to any governmental agency or other person without the written
consent of this firm. This opinion letter is rendered as of the date hereof, and
we specifically disclaim any responsibility to update or supplement this letter
to reflect any events or statements of fact which may hereafter come to our
attention or any changes in statutes or regulations or any court decisions which
may hereafter occur.
Notwithstanding the previous paragraph, we consent to the filing of
this opinion with the Securities and Exchange Commission as an exhibit to
Post-Effective Amendment No. 45 to the Trust's Registration Statement and to the
reference therein to our firm as counsel to the Trust. Notwithstanding this
consent, we do not thereby admit that we come within the category of persons
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/ Kramer Levin Naftalis & Frankel LLP
