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                                                               Boston
                                                               January 18, 2002

Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York  10019-6099

         Re:      Credit Suisse Capital Funds
                  Registration Statement on Form N-14

Ladies and Gentlemen:

     You have requested our opinion as to certain matters of Massachusetts
law in connection with the filing by Credit Suisse Capital Funds, a
Massachusetts trust with transferable shares (the "TRUST"), of the Trust's
Registration Statement on Form N-14 (the "REGISTRATION STATEMENT") under the
Securities Act of 1933, as amended (the "SECURITIES ACT"), and the Investment
Company Act of 1940, as amended, relating to the registration of shares of
beneficial interest, par value $.01 per share (the "LARGE CAP SHARES") of
Credit Suisse Large Cap Value Fund (the "FUND") in connection with the
proposed acquisition by the Fund of all of the assets of Credit Suisse
Balanced Fund, Inc., a Maryland corporation, in exchange for Large Cap Shares
and the assumption of certain liabilities pursuant to an Agreement Plan of
Reorganization, a form of which is included in the Registration Statement
(the "Plan").

     We have examined and are familiar with the Trust's Amended and Restated
Agreement and Declaration of Trust filed with the Secretary of The
Commonwealth of Massachusetts on February 22, 1996, as amended by
Certificates of Amendment dated February 19, 1997, February 8, 1999, July 24,
2000, January 16, 2001, February 6, 2001 and October 16, 2001 (as so amended,
the "DECLARATION"), the Bylaws of the Trust, Post-Effective Amendment No. 1
to the Registration Statement,

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substantially in the form in which it is to be filed with the Securities and
Exchange Commission (the "SEC"), the actions of the Trustees to authorize the
issuance of the Large Cap Shares, an Officer's Certificate of the Trust and
certificates of public officials as to matters of fact, and such other documents
and instruments, certified or otherwise identified to our satisfaction, and such
questions of law and fact, as we have considered necessary or appropriate for
purposes of the opinions expressed herein. We have assumed the genuineness of
the signatures on, and the authenticity of, all documents furnished to us, and
the conformity to the originals of documents submitted to us as certified
copies, which facts we have not independently verified.

     Based upon and subject to the foregoing, and subject to the qualification
stated in the first unnumbered paragraph following paragraph 2, below, we hereby
advise you that, in our opinion, under the laws of The Commonwealth of
Massachusetts:

     1.   The Trust has been duly organized and is validly existing as a
          business trust under the laws of The Commonwealth of Massachusetts.

     2.   The Large Cap Shares to be issued as contemplated in the Plan have
          been duly authorized, and, subject to the receipt by the Fund of
          consideration equal to the net asset value thereof (but in no event
          less than the par value thereof) when issued in accordance with the
          Plan, will be validy issued, fully paid and non-assessable Shares of
          the Fund under the laws of The Commonwealth of Massachusetts.

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     With respect to the opinion stated in paragraph 2 above, we wish to
pointout that the shareholders of a Massachusetts business trust may under
some circumstances be subject to assessment at the instance of creditors to
pay the obligations of such trust in the event that its assets are
insufficient for the purpose.

     This letter expresses our opinions as to the provisions of the Declaration
and the laws of Massachusetts applying to business trusts generally, but does
not extend to the Massachusetts Securities Act, or to federal securities or
other laws.

     You may rely upon the foregoing opinions in rendering your opinion letter
on the same matters which is to be filed as an exhibit to the Registration
Statement, and we hereby consent to the reference to us in the Registration
Statement, and to the filing of this letter with the SEC as an exhibit to the
Registration Statement. In giving such consent, we do not thereby concede that
we come within the category of persons whose consent is required under Section 7
of the Securities Act.

                                                Very truly yours,


                                                SULLIVAN & WORCESTER LLP