1
EXHIBIT 11(b)
[LETTERHEAD OF VENABLE, BAETJER AND HOWARD, LLP]
August 11, 1997
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022-4677
Re: The Latin America Dollar Income Fund, Inc.
Ladies and Gentlemen:
We have acted as special Maryland counsel to The Latin America
Dollar Income Fund, Inc., a Maryland corporation ("LADIF"), in connection with
the proposed acquisition by LADIF of substantially all of the assets of, and its
assumption of substantially all of the liabilities of, Scudder World Income
Opportunities Fund, Inc. ("SWIOF"), in exchange for an equal aggregate net asset
value of LADIF common stock shares, par value of $0.01 per share (the "Shares"),
and the subsequent distribution of the Shares by SWIOF to its stockholders (the
"Reorganization").
We have examined the combined proxy statement and prospectus and the
Statement of Additional Information contained in LADIF's Registration Statement
on Form N-14 with respect to the Reorganization (the "Registration Statement"),
substantially in the form in which it is to become effective, LADIF's Charter
and Bylaws, and the form of Agreement and Plan of Reorganization between LADIF
and SWIOF (the "Agreement"). We have further examined and relied upon a
certificate of the Maryland State Department of Assessments and Taxation to the
effect that LADIF is duly incorporated and existing under the laws of the State
of Maryland and is in good standing and duly authorized to transact business in
the State of Maryland.
We have also examined and relied upon such corporate records of
LADIF, including a certificate of the Secretary of LADIF with respect to LADIF
Board actions and certain other matters, and such other documents as we have
deemed necessary to render the opinion expressed herein. We have assumed,
without independent verification, the genuineness of all signatures, the
authenticity of all
2
Willkie Farr & Gallagher
August 11, 1997
Page 2
documents submitted to us as originals, and the conformity with originals of all
documents submitted to us as copies.
Based upon the foregoing and subject to the qualifications set forth
below, we are of the opinion that:
1. LADIF is a corporation duly organized, validly existing and in
good standing under the laws of the State of Maryland.
2. When the issuance of the Shares has been approved by the
stockholders of LADIF by a majority of all the votes entitled to be cast on the
matter, excluding the votes of shares owned of record or beneficially by the
directors of LADIF, and the Shares are, thereafter, issued pursuant to the
Agreement and in the manner described in the Registration Statement, the Shares
will constitute validly issued shares, fully paid and nonassessable, under the
laws of the State of Maryland.
This letter expresses our opinion with respect to the Maryland
General Corporation Law governing matters such as the authorization and issuance
of stock. It does not extend to the securities or "blue sky" laws of Maryland,
to federal securities laws or other laws.
You may rely upon our foregoing opinion in rendering your opinion to
LADIF that is to be filed as an exhibit to the Registration Statement. We
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to us under "Legal Opinions" in the Registration
Statement. We do not thereby admit that we are "experts" as that term is used in
the Securities Act of 1933, as amended, and the regulations thereunder. This
opinion may not be relied upon by any other person or for any other purpose
without our prior written consent.
Very truly yours,
/s/ Venable, Baetjer and Howard, LLP
-------------------------------