1775 I Street, N.W.
                                                    Washington, DC  20006-2401
                                                    +1  202  261  3300  Main
                                                    +1  202  261  3333  Fax
[DECHERT LLP LOGO]                                  www.dechert.com

September 30, 2008

Eclipse Funds
51 Madison Avenue
New York, NY 10010

Re:   Registration Statement on Form N-14

Ladies and Gentlemen:

We have acted as counsel for Eclipse Funds (the "Trust"), a trust duly organized
and validly existing under the laws of the Commonwealth of Massachusetts, in
connection with the Trust's Registration Statement on Form N-14 (the
"Registration Statement"), to be filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the transfer of all of the assets of the MainStay
Small Cap Value Fund, a series of The MainStay Funds (the "Small Cap Value
Fund"), to MainStay Small Cap Opportunity Fund, a series of the Trust (the
"Small Cap Opportunity Fund"), in exchange for the issuance of Investor Class
shares, Class A shares, Class B shares, Class C shares and Class I shares of
beneficial interest of the Small Cap Opportunity Fund, par value $0.01 per share
(the "Shares"), and the assumption of the Small Cap Value Fund's stated
liabilities by Small Cap Opportunity Fund pursuant to the proposed
reorganization as described in the Registration Statement and the form of
Agreement and Plan of Reorganization (the "Agreement") by the Trust, on behalf
of the Small Cap Opportunity Fund, and The Mainstay Funds, on behalf of the
Small Cap Value Fund, as filed with the Registration Statement.

In connection with the opinions set forth herein, you have provided to us
originals, drafts, copies or facsimile transmissions of, and we have reviewed
and relied upon, among other things: a draft of the Registration Statement; a
draft of the Agreement; the Amended Agreement and Declaration of Trust of the
Trust dated July 30, 1986, as amended; and the Amended and Restated By-Laws of
the Trust dated July 30, 1986, as amended (the "By-Laws"). We have assumed that
the By-Laws have been duly adopted by the Trustees. We have also examined such
documents and questions of law as we have concluded are necessary or appropriate
for purposes of the opinions expressed below.

In rendering this opinion we have assumed, without independent verification, (i)
the due authority of all individuals signing in representative capacities and
the genuineness of signatures, (ii) the authenticity, completeness and continued
effectiveness of all documents or copies furnished to us, (iii) that any
resolutions provided have been duly adopted by the Trustees, (iv) that the facts

US Austin Boston Charlotte Hartford New York Newport Beach Philadelphia
Princeton San Francisco Silicon Valley Washington DC EUROPE Brussels London
Luxembourg Munich Paris ASIA Beijing Hong Kong



[DECHERT LLP LOGO]                                  Eclipse Funds
                                                    September 30, 2008
                                                    Page 2

contained in the instruments and certificates or statements of public officials,
officers and representatives of the Small Cap Opportunity Fund on which we have
relied for the purposes of this opinion are true and correct, and (v) that no
amendments, agreements, resolutions or actions have been approved, executed or
adopted which would limit, supersede or modify the items described above. Where
documents are referred to in resolutions approved by the Trustees, or in the
Registration Statement, we assume such documents are the same as in the most
recent form provided to us, whether as an exhibit to the Registration Statement
or otherwise.

Based upon the foregoing, we are of the opinion that the Shares proposed to be
sold pursuant to the Registration Statement, as made effective by the Securities
and Exchange Commission, will have been validly authorized and, when issued in
accordance with the terms of such Registration Statement and the requirements of
applicable federal and state law and delivered by the Trust against receipt of
the net asset value of the Shares, as described in the Registration Statement,
will have been legally issued and will be fully paid and non-assessable by the
Trust.

The opinions expressed herein are limited to the laws of the Commonwealth of
Massachusetts and the federal securities laws of the United States. We express
no opinion herein with respect to the effect or applicability of the law of any
other jurisdiction. The opinions expressed herein are solely for your benefit
and may not be relied on in any manner or for any purpose by any other person.
We express no opinion as to any other matter other than as expressly set forth
above and no other opinion is intended or may be inferred herefrom. The opinions
expressed herein are given as of the date hereof and we undertake no obligation
and hereby disclaim any obligation to advise you of any change after the date of
this opinion pertaining to any matter referred to herein.

We hereby consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement, and to the use of our
name in the Trust's Registration Statement, unless and until we revoke such
consent. In giving such consent, however, we do not admit that we are within the
category of persons whose consent is required by Section 7 of the Securities Act
and the rules and regulations thereunder.

Very truly yours,

Dechert LLP