Law Offices of Stephanie A. Djinis
1749 Old Meadow Road
Suite 310
McLean, Virginia, 22102
703-873-0885 (phone) / 703-873-0888 (fax)
www.1940act.com
July 27, 2001
Midas Fund, Inc.
11 Hanover Square
New York, New York 10005
Ladies and Gentlemen:
You have requested our opinion, as counsel to Midas Fund, Inc. (the
"Company"), a Maryland corporation (the "Acquiring Fund"), as to certain matters
regarding the Shares of the Acquiring Fund to be issued in the reorganization of
Midas Investors Ltd. (the "Target"), a Maryland corporation, into the Acquiring
Fund, as provided for in the Agreement and Plan of Reorganization and
Termination between the Company, on behalf of the Acquiring Fund, and the Target
(the "Agreement"). The Agreement provides for the Target to transfer its assets
to the Acquiring Fund in exchange solely for the issuance of Shares and the
Acquiring Fund's assumption of the liabilities of the Target. (As used in this
letter, the term "Shares" means the shares of common stock of the Acquiring Fund
issued in fulfillment of the Agreement.)
As such counsel, we have examined certified or other copies, believed by us
to be genuine, of the Company's Articles of Incorporation, and Bylaws, and such
other documents relating to its organization and operation as we have deemed
relevant to our opinion, as set forth herein. Our opinion is limited to the laws
and facts in existence on the date hereof, and it is further limited to the laws
(other than the conflict of law rules) of the State of Maryland that in our
experience are normally applicable to the issuance of shares by corporations and
to the Securities Act of 1933, as amended (the "1933 Act"), the Investment
Company Act of 1940, as amended (the "1940 Act"), and the rules and regulations
of the Securities and Exchange Commission (the "SEC") thereunder.
Based on the foregoing, we are of the opinion that the issuance of the
Shares has been duly authorized by the Company and that, when issued and sold in
accordance with the terms contemplated by the Company's registration statement
on Form N-14 ("Registration Statement"), including receipt by the Company of
full payment for the Shares and compliance with the 1933 Act and the 1940 Act,
the Shares will have been legally issued, fully paid, and non-assessable.
We hereby consent to this opinion accompanying the Registration Statement
when it is filed with the SEC and to the reference to our firm in the
Registration Statement.
Very truly yours,
Law Offices of Stephanie A. Djinis
------------------------------------------
Law Offices of Stephanie A. Djinis