March 4, 1999

IDS Certificate Company
IDS Tower 10
Minneapolis, MN 55440-0010

Ladies and Gentlemen:

Reference is made to your Registration Statement,  No. 33-22503, Form S-1, under
the  Securities  Act of 1933,  registering  an indefinite  number of face-amount
certificates pursuant to Rule 24f-2 under the Securities Act of 1933.

I have  examined  the  Certificate  of  Incorporation  and  the  By-Laws  of IDS
Certificate  Company (the  "Company") and all necessary  certificates,  permits,
minute books,  documents and records of the Company, and the applicable statutes
of the State of Delaware and such other matters of fact and law as I have deemed
necessary, and it is my opinion:

(a) That the Company is a corporation duly organized and existing under the laws
of the State of Delaware.

(b) That the  face-amount  certificates  registered  under the  above-referenced
registration  number and issued by the Company since April 1, 1998, until today,
when sold in accordance  with the prospectus  contained in the  above-referenced
Registration  Statement and with applicable  law, were legal and  non-assessable
and were  fully-paid  face-amount  certificates  as that term is used in section
2(a)(15) of the Investment  Company Act of 1940 and were binding  obligations of
the Company.

(c) That other face-amount  certificates  registered under the  above-referenced
registration number and issued by the Company,  when sold in accordance with the
prospectus  contained in the  above-referenced  Registration  Statement and with
applicable  law,  will be  legal  and  non-assessable  and  will  be  fully-paid
face-amount  certificates  as  that  term is used  in  section  2(a)(15)  of the
Investment Company Act of 1940 and will binding obligations of the Company.

I hereby  consent  that the  foregoing  opinion may be used in  connection  with
Post-Effective Amendment No. 24 to the above-referenced Registration Statement.

Very truly yours,



/s/Bruce A. Kohn
Bruce A. Kohn
Vice President and General Counsel
IDS Certificate Company