April 16, 1998


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

Ladies and Gentlemen:

Reference is made to your Registration  Statement,  No. 33-26844, Form S-1 under
the  Securities  Act of 1933,  registering  an indefinite  number of face-amount
certificates pursuant to Section 24(f) of the Investment Company Act of 1940.

I have examined the Certificate of Incorporation, as amended, 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 Dec.  31,  1996,
         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 be binding obligations of the Company.

I hereby  consent  that the  foregoing  opinion may be used in  connection  with
Post-Effective Amendment No. 18 to the above-referenced Registration Statement.

Very truly yours,




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