FORM OF OPINION
EXHIBIT 11
Reed Smith LLP
Liberty Tower
12th Floor
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
412.288.3131
Fax 412.288.3063
November 29, 2007
The Trustees of
Federated Equity Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000
Ladies and Gentlemen:
Federated MDT Small Cap Growth Fund (the "Fund"), a portfolio of
Federated MDT Series (the "Trust"), proposes to acquire the assets of Federated
Technology Fund, a portfolio of Federated Equity Funds , in exchange for Class A
Shares, Class B Shares and Class C Shares of the Fund ("Shares") pursuant to the
Agreement and Plan of Reorganization dated _______, 2008 ("Agreement"), included
as an exhibit to the registration statement of the Trust filed on Form N-14
under the Securities Act of 1933, as amended ("N-14 Registration").
As counsel we have reviewed the appropriate documents relating to the
organization of the Trust, its registration under the Investment Company Act of
1940, the registration of its 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 ("Declaration")
and the Bylaws of the Trust, 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, it is our opinion that:
1. The Trust is duly organized and validly existing pursuant to the
Declaration, and the Fund is a separate series of the Trust duly
constituted in accordance with the applicable provisions of the
Investment Company Act of 1940 ("1940 Act") and the Declaration. .
2. The Shares which are currently being registered by the N-14
Registration may be legally and validly issued in accordance with
the Declaration upon receipt of consideration sufficient to comply
with the provisions of the Declaration and subject to compliance
with the 1940 Act, 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