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                                January 10, 2000


O'Shaughnessy Funds, Inc.
35 Mason Street
Greenwich, Connecticut 06830

Ladies and Gentlemen:

     We have acted as counsel  for  O'Shaughnessy  Funds,  Inc.  ("O'Shaughnessy
Funds")  in  connection  with  the  proposed  reorganizations  between  (i)  the
O'Shaughnessy  Dogs of the Market(TM)  Fund (the "Dogs of the Market Fund" or an
"Acquired Fund") and the O'Shaughnessy  Cornerstone Value Fund (the "Cornerstone
Value Fund" or an "Acquiring Fund") (the "Value Funds  Reorganization") and (ii)
the  O'Shaughnessy  Aggressive  Growth Fund (the "Aggressive  Growth Fund" or an
"Acquired Fund") and the O'Shaughnessy Cornerstone Growth Fund (the "Cornerstone
Growth Fund" or an "Acquiring Fund") (the "Growth Funds  Reorganization").  Each
of the Dogs of the Market  Fund,  the  Cornerstone  Value Fund,  the  Aggressive
Growth Fund and the Cornerstone Growth Fund is a separate investment  portfolio,
or "series," of  O'Shaughnessy  Funds.  This opinion is furnished in  connection
with  O'Shaughnessy  Funds'  Registration  Statement  on  Form  N-14  under  the
Securities  Act of 1933,  as amended  (File No.  333-91421)  (the  "Registration
Statement"), relating to shares, par value $0.0001 per share, of the Cornerstone
Value Fund (the "Value  Shares")  and the  Cornerstone  Growth Fund (the "Growth
Shares"),  to be issued in connection  with the Value Funds  Reorganization  and
Growth Funds Reorganization, respectively.

     We have,  as  counsel,  participated  in various  proceedings  relating  to
O'Shaughnessy  Funds.  We have examined  copies,  either  certified or otherwise
proved to our satisfaction to be genuine,  of its Articles of Incorporation  and
By-Laws,  each as amended to date and currently in effect,  and other  documents
relating to its organization and operation.  In addition,  we have contacted the
State of Maryland and we have been informed that (i)  O'Shaughnessy  Funds is in
existence and (ii)  O'Shaughnessy  Funds has filed all personal property returns
required to be filed by it with the State of Maryland to date.

O'Shaughnessy Funds, Inc.
January 10, 2000
Page 2


     Based upon the  foregoing,  we are of the opinion  that,  subsequent to the
approval of the Agreement and Plan of Reorganization  between each Acquired Fund
and  each  Acquiring  Fund in the  manner  set  forth  in the  definitive  proxy
statement and prospectus  constituting a part of the Registration Statement (the
"Proxy  Statement and  Prospectus"),  the Value Shares and Growth  Shares,  upon
issuance  in  the  manner  referred  to  in  the  Registration  Statement,   for
consideration not less than the par value thereof, will be legally issued, fully
paid and non-assessable shares of the Cornerstone Value Fund and the Cornerstone
Growth Fund, respectively.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement  and to the use of our name in the Proxy  Statement  and
Prospectus constituting a part thereof.

                                        Very truly yours,

                                        /s/ Swidler Berlin Shereff Friedman, LLP

                                        SWIDLER BERLIN SHEREFF FRIEDMAN, LLP