June 30, 2005


The Gabelli Woodland Small Cap Value Fund
One Corporate Center
Rye, New York 10580-1422

FMI Woodland Small Capitalization Value Fund
100 East Wisconsin Avenue
Suite 2200
Milwaukee, Wisconsin 53202

Ladies and Gentlemen:

         We have acted as special counsel to The Gabelli Woodland Small Cap
Value Fund (the "Acquiring Fund"), a series of Gabelli Equity Series Funds,
Inc., an open-end management investment company organized as a Maryland
corporation (the "Acquiror"), in connection with the Acquiring Fund's
acquisition of all of the assets of the FMI Woodland Small Capitalization Value
Fund (the "Target Fund"), a series of FMI Mutual Funds, Inc., an open-end
management investment company organized as a Wisconsin corporation and
registered investment company, in exchange for Class AAA shares of the
Acquiring Fund and the assumption by the Acquiror, on behalf of the Acquiring
Fund, of the Stated Liabilities of Target Fund, and the subsequent liquidation
of the Target Fund (the "Reorganization"), pursuant to the Agreement and Plan
of Reorganization dated May 20, 2005, between the Acquiror, on behalf of the
Acquiring Fund, and FMI Mutual Funds, Inc., on behalf of the Target Fund (the
"Agreement"). You have requested our opinion regarding whether the
Reorganization will be treated for United States federal income tax purposes as
a reorganization qualifying under Section 368(a) of the Internal Revenue Code
of 1986, as amended (the "Code"). Capitalized terms used and not otherwise
defined in this opinion have the meanings assigned to them in the Agreement.

         In connection with our opinion, we have reviewed and relied on
originals or copies, certified or otherwise identified to our satisfaction, of
the Agreement, the Proxy Statement/Prospectus (prepared with respect to the
Reorganization), the Statement of Additional Information (also prepared with
respect to the Reorganization), and such other documents, certificates and
records as we have deemed necessary or appropriate as a basis for the opinion
set forth below. We have assumed that the Reorganization will be consummated in
accordance with the Agreement, the Proxy Statement/Prospectus, the Statement of
Additional Information and such other documents, certificates and records and
that statements as to factual matters contained in such documents are and will
continue to be correct.

         For purposes of our opinion, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. We have assumed
that such documents are duly authorized, valid and enforceable.

         In rendering our opinion, we have also relied upon statements and
representations of officers and other representatives of the Acquiring Fund and
the Target Fund and have assumed that such statements and representations are
and will continue to be correct without regard to any qualification as to
knowledge or belief.

         Our opinion is based on the Code, Treasury regulations, judicial
authorities, published positions of the Internal Revenue Service (the "IRS")
and such other authorities as we have considered relevant, all as in effect as
of the date of this opinion and all of which are subject to differing
interpretations or change at any time (possibly with retroactive effect). A
change in the authorities upon which our opinion is based could affect our
conclusions. No assurance can be given that the IRS would not assert, or that a
court would not sustain, a position contrary to this opinion.

         Based upon and subject to the foregoing, we are of the opinion that,
for United States federal income tax purposes, the Reorganization will be
treated as a reorganization within the meaning of Section 368(a) of the Code.

         Except as set forth above, we express no other opinion. This opinion
is expressed as of the date hereof, and we are under no obligation to
supplement or revise our opinion in order to reflect any changes in applicable
law (including any changes that have retroactive effect) or any factual matters
arising subsequent to the date of this opinion or the impact of any
information, document, certificate, record, statement, representation, covenant
or assumption relied upon herein that becomes incorrect or untrue. This opinion
is delivered to you solely for your benefit in connection with the
Reorganization and cannot be relied upon by anyone else without our prior
written consent.

         We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to Skadden, Arps, Slate, Meagher &
Flom LLP under the caption "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act of
1933, as amended, or the rules and regulations of the Commission.

                                   Very truly yours,

                                   /s/ Skadden, Arps, Slate, Meagher & Flom LLP