OPINION OF COUNSEL
                              
TO WHOM IT MAY CONCERN:

I am counsel to The Berwyn Fund, Inc.  I am
writing this letter to state my opinion as
counsel that the shares of the Fund sold in
calendar year 1995 were legally issued, fully
paid and non-assessable.

The Berwyn Fund, Inc., is a corporation
incorporated under the laws of the Common-
wealth of Pennsylvania on February 18, 1983.
Under its Articles of Incorporation, the Fund
has the power to issue 20,000,000 shares of
common stock.  On March 1,1983, a shareholder
resolution was approved that authorized the
Board of Directors to issue shares of common
stock in such amounts and proportions as from
time to time it deemed appropriate and the
Board was authorized to set the price at
which shares would be sold.

On September 1, 1983, the Board approved a
resolution authorizing the sale of 2,000,000
shares of common stock to the public.  The
resolution directed that prior to sale, the
shares be registered with the U.S. Securities
and Exchange Commission and various states
and that the shares be sold at their net
asset value and that they be fully paid and
non-assessable when issued.  The share
registration with the Securities and Exchange
Commission became effective May 4, 1984.

On September 5, 1991, the Board authorized
the Fund to register an indefinite number of
shares of common stock for sale with the
Securities and Exchange Commission pursuant
to rule 24f of the Investment Company Act of
1940.

Registration under Rule 24f became effective
on April 1, 1992.  Under section 1524 of the
Pennsylvania Business Corporation Law of
1988, shares of stock sold by Pennsylvania
corporations after December 1988, will be
deemed fully paid and non-assessable unless
there are contrary provisions in Articles of
Incorporation or By Laws.  There are no
provisions in the Fund's Articles or By Laws
that allow the Fund to issue stock that is
not fully paid or to issue assessable stock.

Based upon the foregoing facts, it is my
opinion that the shares issued in 1995 were
legally issued, fully paid and non-
assessable.




Kevin M. Ryan

Kevin M. Ryan

Counsel to the Fund