June 19, 1996

Mr. David S. Goldberg
American Equities Income Fund, Inc.
East 80 Route 4, Suite 202
Paramus, NJ 07652

    Re:  American Equities Income Fund, Inc.

Dear Mr. Goldberg:

    You have requested our opinion as to the legality of certain Secured Notes (the
"Notes") of American Equities Income Fund, a Delaware corporation (the "Corporation")
to be issued and distributed pursuant to a Registration Statement on Form SB-2, and
amendments thereto (the "Registration Statement") under the Securities Act of 1933, as
amended.

    In furnishing our opinion, we have examined original, photostatic or certified
copies of certain records of the Corporation, including the Registration Statement, the
Articles of Incorporation, the By-laws and such other documents that we have deemed
relevant and necessary for the opinion hereinafter set forth.  In such examination, we
have assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals and the conformity to authentic originals of all documents
submitted to us as certified or photostatic copies.  As to various questions of fact
material to such examination, we have relied upon representations made to us by officers
and directors of the Corporation, and we have not conducted or received independent
verification of those facts.  We offer no opinion with respect to the laws of any
jurisdictions other than the States of Delaware and New Jersey.

    Based upon and subject to the foregoing and such other matters of fact and
questions of law as we have deemed relevant in the circumstances, and in reliance
thereon, it is our opinion that, when and if:

    (a)  The Registration Statement shall have become effective, as the same may
hereafter be amended; and

    (b)  The Notes to be sold shall have been sold as contemplated in the
Prospectus forming part of the Registration Statement;


then upon the happening of each of the events set forth in paragraphs (a) and (b),
inclusive above:

    1.   The Corporation is duly organized and is validly existing as a corporation
         in good standing under the laws of the State of Delaware, with the
         capitalization set forth in the Registration Statement.

    2.   The Notes being offered under the Registration Statement are duly
         authorized and, when issued, will be validly issued and non-assessable and
         shall represent the binding obligations of the Corporation.

    We consent to being named in the Registration Statement and related Prospectus
as counsel who are passing upon the legality of the above securities for the Corporation
by reference to our name under the caption "Legal Matters" in such Prospectus.  We also
consent to your filing copies of this opinion as an exhibit to the Registration Statement
or any amendment thereto.

    This opinion is limited to the matters herein, and may not be relied upon in any
manner by any other person or used for any other purpose other than in connection with
the corporation authority for the issuance of the Notes.

                             Very truly yours,





                             BRONSON & MIGLIACCIO