Dechert
1775 Eye Street, N.W.
Washington, D.C.  20006-2401
Telephone: 202-261-3300
                                                               [FORM OF OPINION]



May 1, 2001


TCW Galileo Latin America Equities Fund
TCW Galileo Emerging Markets Equities
Fund
TCW Galileo Funds, Inc
865 South Figueroa Street
Suite 1800
Los Angeles, CA 90017


Dear Ladies and Gentlemen:

You have requested our opinion regarding certain Federal income tax consequences
to the TCW Galileo Latin America Equities Fund (the "Target"), a separate series
of TCW Galileo Funds, Inc., a Maryland corporation, to the holders of the shares
(the "shares") of Target (the "Target Shareholders"), and to the TCW Galileo
Emerging Markets Equities Fund (the "Acquiring Fund"), also a separate series of
TCW Galileo Funds, Inc., in connection with the proposed transfer of
substantially all of the properties of Target to Acquiring Fund in exchange
solely for voting shares of Acquiring Fund (the "Acquiring Fund Shares"),
followed by the distribution of such Acquiring Fund Shares received by Target in
complete liquidation and termination of Target (the "Reorganization"), all
pursuant to the Agreement and Plan of Reorganization (the "Plan") dated as of
February 21, 2001 between TCW Galileo Funds, Inc. on behalf of Target and TCW
Galileo Funds, Inc. on behalf of Acquiring Fund.

For purposes of this opinion, we have examined and rely upon (1) the Plan, (2)
the Form N-14 filed by Acquiring Fund on [N-14 Date] with the Securities and
Exchange Commission, (3) the facts and representations contained in the letter
dated on or about the date hereof addressed to us from TCW Galileo Funds, Inc.
on behalf of Acquiring Fund, (4) the facts and representations contained in the
letter dated on or about the date hereof addressed to us from TCW Galileo Funds,
Inc. on behalf of Target, and (5) such other documents and instruments as we
have deemed necessary or appropriate for purposes of rendering this opinion.

This opinion is based upon the Internal Revenue Code of 1986, as amended (the
"Code"), United States Treasury regulations, judicial decisions, and
administrative rulings and pronouncements of the Internal Revenue Service, all
as in effect on the date hereof. This opinion is conditioned upon the
Reorganization taking place in the manner described in the Plan and the Form
N-14 referred to above.



Based upon the foregoing, it is our opinion that:

1.    The acquisition by Acquiring Fund of substantially all of the properties
      of Target in exchange solely for Acquiring Fund Shares followed by the
      distribution of Acquiring Fund Shares to the Target Shareholders in
      exchange for their Target shares in complete liquidation and termination
      of Target will constitute a reorganization within the meaning of section
      368(a) of the Code. Target and Acquiring Fund will each be "a party to a
      reorganization" within the meaning of section 368(b) of the Code.

2.    Target will not recognize gain or loss upon the transfer of substantially
      all of its assets to Acquiring Fund in exchange solely for Acquiring Fund
      Shares, except to the extent that Target's assets consist of contracts
      described in section 1256(b) of the Code ("Section 1256 Contracts");
      Target will be required to recognize gain or loss on the transfer of any
      such Section 1256 contracts to Acquiring Fund pursuant to the
      Reorganization as if such Section 1256 contracts were sold to Acquiring
      Fund on the effective date of the Reorganization at their fair market
      value. Target will not recognize gain or loss upon the distribution to its
      shareholders of the Acquiring Fund Shares received by Target in the
      Reorganization. We do not express any opinion as to whether any accrued
      market discount will be required to be recognized as ordinary income.

3.    Acquiring Fund will recognize no gain or loss upon receiving the
      properties of Target in exchange solely for Acquiring Fund Shares.

4.    The aggregated adjusted basis to Acquiring Fund of the properties of
      Target received by Acquiring Fund in the Reorganization will be the same
      as the aggregate adjusted basis of those properties in the hands of Target
      immediately before the exchange.

5.    Acquiring Fund's holding periods with respect to the properties of Target
      that Acquiring Fund acquires in the transaction will include the
      respective periods for which those properties were held by Target (except
      where investment activities of Acquiring Fund have the effect of reducing
      or eliminating a holding period with respect to an asset).

6.    The Target Shareholders will recognize no gain or loss upon receiving
      Acquiring Fund Shares solely in exchange for Target shares.

7.    The aggregate basis of the Acquiring Fund Shares received by a Target
      Shareholder in the transaction will be the same as the aggregate basis of
      Target shares surrendered by the Target Shareholder in exchange therefor.

8.    A Target Shareholder's holding period for the Acquiring Fund Shares
      received by the Target Shareholder in the transaction will include the
      holding period during which the Target Shareholder held Target shares
      surrendered in exchange therefor, provided that the Target Shareholder
      held such shares as a capital asset on the date of Reorganization.

We express no opinion as to the Federal income tax consequences of the
Reorganization except as expressly set forth above, or as to any transaction
except those consummated in accordance with the Plan.

Our opinion as expressed herein, is solely for the benefit of Target, the Target
Shareholders, and the Acquiring Fund, and unless we give our prior written
consent, neither our opinion nor this opinion letter may be quoted in whole or
in part or relied upon by any other person.

Very truly yours,



Dechert