KIRKPATRICK & LOCKHART LLP
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                           Washington, D.C. 20036-1800

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                                   www.kl.com

                                January 13, 2000

First Investors Fund For Income, Inc.
95 Wall Street
New York, New York  10005

Ladies and Gentlemen:

      You have  requested  our  opinion  as to  certain  matters  regarding  the
issuance by First  Investors Fund For Income,  Inc.  ("Company"),  a corporation
organized under the laws of the State of Maryland, of Class A and Class B shares
of  common  stock  (the  "Shares")  of  the  Company   pursuant  to  a  Plan  of
Reorganization and Termination  ("Plan") by the Company and First Investors High
Yield Fund, Inc. ("High Yield Fund").  Under the Plan, the Company would acquire
the assets of High Yield Fund in exchange for the Shares and the  assumption  by
the Company of High Yield Fund's  liabilities.  In connection with the Plan, the
Company is about to file a  Pre-Effective  Amendment  No. 1 to its  Registration
Statement on Form N-14  ("Amendment  No. 1") for the purpose of registering  the
Shares under the Securities  Act of 1933, as amended ("1933 Act"),  to be issued
pursuant to the Plan.

      We have examined  originals or copies  believed by us to be genuine of the
Company's  Articles of  Incorporation  and  By-Laws,  minutes of meetings of the
Company's  board  of  directors,  the form of Plan,  and  such  other  documents
relating  to the  authorization  and  issuance  of the Shares as we have  deemed
relevant.  Based upon that  examination,  we are of the opinion  that the Shares
being  registered by the  Amendment  No. 1 may be issued in accordance  with the
Plan and the  Company's  Articles  of  Incorporation  and  By-Laws,  subject  to
compliance  with the 1933 Act, the  Investment  Company Act of 1940, as amended,
and applicable state laws regulating the distribution of securities, and when so
issued, those Shares will be legally issued, fully paid and non-assessable.

      We hereby consent to this opinion accompanying Amendment No. 1 that the
Company plans to file with the  Securities  and Exchange  Commission  and to the
reference  to our firm in the  Prospectus/Proxy  Statement  filed as part of the
Amendment  No. 1.

                                   Sincerely yours,

                                   KIRKPATRICK & LOCKHART LLP

                                   By:/s/ Robert J. Zutz
                                      -------------------------------
                                      Robert J. Zutz