EXHIBIT 12

                        DECHERT PRICE & RHOADS LETTERHEAD

                                                            [Closing Date], 2000

Ivy Fund
in respect of
Ivy Pan-Europe Fund
and
Ivy European Opportunities 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 Pan-Europe 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  European
Opportunities 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,