EXHIBIT 11
Reed Smith LLP
435 Sixth Avenue
Pittsburgh, PA 15219-1886
_________________, 2005
The Trustees/Directors of
Federated Equity Funds
Federated Stock & Bond Fund, Inc.
5800 Corporate Drive
Pittsburgh, PA 15237-7000
Re: Legality of Shares Opinion
Ladies and Gentlemen:
Each corporation or portfolio of a trust (each an "Acquiring Fund") (the
corporation and trust shall be referred to as the "Federated Entities") listed
on Annex A proposes to acquire the assets of a corresponding portfolio (each an
"Acquired Fund") of the Vintage Mutual Funds, Inc. (the "Vintage Trust") listed
on Annex A in exchange for shares of the corresponding Acquiring Fund ("Shares")
pursuant to the Agreement and Plan of Reorganization dated _________, 2005
("Agreement"), included as an exhibit to the registration statement of the Trust
filed on Form N-14 (Securities Act of 1933 No. to be assigned) under the
Securities Act of 1933, as amended ("N-14 Registration").
As counsel we have reviewed the appropriate documents relating to the
organization of each Federated Entity, their registration under the Investment
Company Act of 1940, the registration of their securities on Form N-1A under the
Securities Act of 1933 and participated in the drafting of the N-14
Registration. Specifically, we have examined and are familiar with the
Declaration of Trust/Articles of Incorporation and Bylaws of the Federated
Entities, and such other documents and records deemed relevant for the purpose
of rendering this opinion. We have also reviewed questions of law as deemed
necessary or appropriate by us for the purposes of this opinion.
Based upon the foregoing, we are of the opinion that:
1. Each Federated Entity is duly organized and validly existing pursuant to
its Declaration of Trust/Articles of Incorporation.
2. The Shares, which are currently being registered by the N-14
Registration, may be legally and validly issued in accordance with the
Declaration of Trust/Articles of Incorporation upon receipt of consideration
sufficient to comply with the provisions of the Declaration of Trust/Articles of
Incorporation and subject to compliance with the Investment Company Act of 1940,
as amended, and applicable state laws regulating the sale of securities. Such
Shares, when so issued, will be fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the N-14
Registration referred to above and to any application or registration statement
filed under the securities laws of any of the States of the United States.
Very truly yours,
Reed Smith LLP
ANNEX A
Acquiring Fund Acquired Fund
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Federated Capital Appreciation Fund, Vintage Equity Fund
a portfolio of Federated Equity Fund
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Vintage Growth Fund
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Federated Stock & Bond Fund, Inc. Vintage Balanced Fund
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