JORDENBURT
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(202) 965-8100                                                    (305) 371-2600
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                                  ______, 2006

                                                         175 Powder Forest Drive
                                                                       Suite 201
                                                         Simsbury, CT 06089-9658
                                                                  (860) 392-5000
                                                             Fax: (860) 382-5058
                                                        Form of Legality Opinion
                                                              Exhibit 11 to N-14


Maxim Series Fund, Inc.
8515 East Orchard Road
Greenwood Village, Colorado 80111

Ladies and Gentlemen:

         We have acted as counsel for Maxim Series Fund, Inc., a corporation
organized under the laws of the State of Maryland with shares of stock, par
value $0.10 per share (the "Fund"), in connection with the preparation of the
Fund's registration statement on Form N-14 (the "Registration Statement") filed
under the Securities Act of 1933, as amended (the "1933 Act") with the
Securities and Exchange Commission (the "Commission"). The Registration
Statement relates to the registration under the 1933 Act of shares of Maxim U.S.
Government Mortgage Securities Portfolio, a series of the Fund (the "Acquiring
Portfolio") in connection with the proposed acquisition by the Acquiring
Portfolio of all of the assets of Maxim U.S. Government Securities Portfolio,
another series of the Fund (the "Acquired Portfolio"), in exchange solely for
shares of the Acquiring Portfolio (the "Shares") pursuant to an Agreement and
Plan of Reorganization (the "Plan"), the form of which is included in the
Registration Statement.

         We have examined the originals or copies, certified or otherwise
identified to my satisfaction, of the Articles of Incorporation and By-Laws of
the Fund, each as amended to date; Articles Supplementary of the Fund
establishing the series of the Fund; the resolutions adopted by the Board of
Directors of the Fund relating to the Plan, the authorization and issuance of
the Shares pursuant to the Plan, the filing of the Registration Statement and
any amendments or supplements thereto and related matters; a draft of the Plan;
certificates and such other documents, instruments and records as we have deemed
necessary or appropriate as a basis to render this opinion.

         We have assumed the legal capacity of natural persons, the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified, conformed, photostatic, or other copies and the authenticity of
the originals of such latter documents and the correctness of all certificates
and statements of fact made to us or contained in those documents. As to any
facts material to such opinion which were not independently established, we have
relied on statements or representations of officers and other representatives of
the Fund and others.

         We are admitted to the Bar of the District of Columbia and generally do
not purport to be familiar with the laws of the State of Maryland. Insofar as
any opinions set forth herein relate to Maryland law, such opinions are based,
with your approval, solely upon our examination of the Annotated Code of
Maryland, Maryland General Corporation Law, as amended, entitled "Corporations
and Associations Article," and our understanding of that law.


         Based upon and subject to the foregoing, and assuming approval of the
Plan by shareholders of the Acquired Fund at a meeting anticipated to be held on
June 26 , 2006, we are of the opinion that the Shares of the Acquiring Portfolio
to be issued pursuant to the Registration Statement, when issued in accordance
with the Registration Statement, the Plan and the Fund's Articles and By-Laws,
subject to compliance with the 1933 Act, the Investment Company Act of 1940, as
amended, and applicable state laws regulating the offer and sale of securities,
will be legally issued, fully paid and non-assessable.








         We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement and to all references to our name
therein. In giving this consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the 1933 Act or
the rules and regulations of the Commission.



                                                              Very truly yours,


                                                              JORDEN BURT LLP