BROWN & WOOD LLP

                             ONE WORLD TRADE CENTER
                          NEW YORK, NEW YORK 10048-0557

                             TELEPHONE: 212-839-5300
                             FACSIMILE: 212-839-5599




                                            September 4, 1998



Merrill Lynch Fundamental Growth Fund, Inc.
800 Scudders Mill Road
Plainsboro, New Jersey  08536


Ladies and Gentlemen:

      We have acted as counsel for Merrill Lynch Fundamental Growth Fund, Inc.
(the "Fund") in connection with the proposed acquisition by the Fund of
substantially all of the assets and the assumption of substantially all of the
liabilities of Merrill Lynch Fund For Tomorrow, Inc. ("FFT"), in exchange for
newly-issued shares of common stock of the Fund (the "Reorganization"). This
opinion is furnished in connection with the Fund's Registration Statement on
Form N-14 under the Securities Act of 1933, as amended (the "Registration
Statement"), relating to shares of common stock, par value $0.10 per share, of
the Fund (the "Shares"), to be issued in the Reorganization.

      As counsel for the Fund, we are familiar with the proceedings taken by it
and to be taken by it in connection with the authorization, issuance and sale of
the Shares. In addition, we have examined and are familiar with the Articles of
Incorporation of the Fund, as amended and restated, the By-Laws of the Fund and
such other documents as we have deemed relevant to the matters referred to in
this opinion.

      Based upon the foregoing, we are of the opinion that subsequent to the
approval of the Agreement and Plan of Reorganization between the Fund and FFT
set forth in the proxy statement and prospectus constituting a part of the
Registration Statement (the "Proxy Statement and Prospectus"), the 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 common stock of the Fund.





      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 parts thereof.


                                            Very truly yours,

                                            /s/ Brown & Wood