[SBG LOGO] The Security Benefit
Group of Companies
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May 30, 2002
Security Equity Fund
One Security Benefit Place
Topeka, KS 66636
Subj: Security Equity Fund, Equity Series
Dear Sir or Madam:
As counsel to Security Management Company, LLC, Security Equity Fund's
investment manager, I am familiar with the business operations, practices and
procedures of Security Equity Fund (the "Company"). In connection with the
acquisition of Total Return Series of the Company by Equity Series, another
Series of the Company, the Company will issue shares of its common stock. Such
shares will be registered on a Form N-14 registration statement (the
"Registration Statement") to be filed by the Company with the Securities and
Exchange Commission.
I have examined various corporate records of the Company as I have deemed
necessary to give this opinion. On the basis of the foregoing, it is my opinion
that the shares of common stock of the Company being registered under the
Securities Act of 1933 in the Registration Statement have been duly authorized
and will be legally and validly issued, fully paid, and non-assessable by the
Company upon transfer of the assets of Total Return Series pursuant to the terms
of the Plan of Reorganization included in the Registration Statement.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.
Sincerely,
Amy J. Lee
One Security Benefit Place * Topeka, Kansas 66636-0001 * (785) 438-3000 *
www.securitybenefit.com
