EXHIBIT 12

                        DECHERT PRICE & RHOADS LETTERHEAD

                                                   [Closing Date], 2000

Ivy Fund
in respect of

Ivy Growth with Income Fund
and
Ivy US Blue Chip Fund
Via Mizner Financial Plaza
700 South Federal Highway

Suite 300
Boca Raton, FL 33432

Gentlemen:

        You have  requested our opinion  regarding  certain  federal  income tax
consequences to Ivy Growth with Income Fund ("Target"), a separate series of Ivy
Fund (the  "Trust"),  to the holders of the shares of  beneficial  interest (the
"shares")  of Target (the "Target  shareholders"),  and to Ivy US Blue Chip Fund
("Acquiring  Fund"), also a separate series of the Trust, in connection with the
proposed transfer of substantially all of the assets of Target to Acquiring Fund
in exchange  solely for voting shares of beneficial  interest of Acquiring  Fund
("Acquiring  Fund shares"),  followed by the distribution of such Acquiring Fund
shares received by Target in complete liquidation, all pursuant to the Agreement
and  Plan  of   Reorganization   (the   "Plan")   dated   ________,   2000  (the
"Reorganization").

        For  purposes of this  opinion,  we have  examined and rely upon (1) the
Plan,  (2) the Form  N-14  filed  by the  Trust on  April  ____,  2000  with the
Securities and Exchange Commission,  (3) the facts and representations contained
in the letter  dated  [Closing  Date],  2000  addressed  to us from the Trust on
behalf of  Target,  (4) the facts and  representations  contained  in the letter
dated [Closing Date], 2000 addressed to us from the Trust on behalf of Acquiring
Fund, 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 assets of
        Target in exchange  solely for  Acquiring  Fund shares,  followed by the
        distribution of such Acquiring Fund shares to the Target shareholders in
        exchange for their Target shares in complete liquidation of Target, will
        constitute a reorganization  within the meaning of Section 368(a) of the
        Code.   Acquiring   Fund  and  Target   will  each  be  "a  party  to  a
        reorganization" within the meaning of Section 368(b) of the Code.

(2)     No gain or loss  will be  recognized  to  Target  upon the  transfer  of
        substantially all of its assets to Acquiring Fund in exchange solely for
        Acquiring  Fund  shares,   or  upon  the   distribution  to  the  Target
        shareholders of the Acquiring Fund shares.

(3)     No gain or loss will be recognized by Acquiring Fund upon the receipt of
        Target's assets in exchange for Acquiring Fund shares.

(4)     The basis of the  assets of Target in the hands of  Acquiring  Fund will
        be, in each instance, the same as the basis of those assets in the hands
        of Target immediately prior to the Reorganization exchange.

(5)     The holding  period of Target's  assets in the hands of  Acquiring  Fund
        will include the period during which the assets were held by Target.

(6)     No gain or loss will be recognized to the Target  shareholders  upon the
        receipt of Acquiring Fund shares solely in exchange for Target shares.

(7)     The  basis  of  the  Acquiring  Fund  shares   received  by  the  Target
        shareholders  will  be the  same  as the  basis  of  the  Target  shares
        surrendered in exchange therefor.

(8)     The holding period of the Acquiring  Fund shares  received by the Target
        shareholders  will  include  the  holding  period of the  Target  shares
        surrendered in exchange therefor,  provided that such Target shares were
        held as capital assets in the hands of the Target  shareholders upon the
        date of the exchange.

        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. In addition, we express no
opinion as to whether  any gain or loss will be  recognized  to Target  upon the
transfer from Target to Acquiring Fund of any section 1256 contracts (as defined
in Section 1256 of the Code).

        We hereby  consent  to the  filing of this  opinion as an exhibit to the
Registration Statement on Form N-14 to be filed by the Trust with the Securities
and Exchange Commission.

                                                   Very truly yours,