EXHIBIT (11)
[Xxxxxxx & Xxxx letterhead]
_________________, 2001
Strong Equity Funds, Inc.
100 Heritage Reserve
Menomonee Falls, Wisconsin 53051
Re: Agreement and Plan of Reorganization
------------------------------------
Ladies and Gentlemen:
We have acted as counsel to the Strong Discovery Fund, Inc. (the "Discovery
Fund") in connection with certain aspects of the acquisition of the Discovery
Fund by the Strong Enterprise Fund (the "Enterprise Fund"), a series of Strong
Equity Funds, Inc. ("SEF"), pursuant to an Agreement and Plan of Reorganization
dated as of May ___, 2001 (the "Agreement"). Pursuant to the Agreement and
subject to the approval of the shareholders of the Discovery Fund, (1) all or
substantially all of the assets of the Discovery Fund will be exchanged for
shares of common stock of the Investor Class of the Enterprise Fund, $.00001 par
value (the "Enterprise Fund Shares"), (2) all or substantially all of the
liabilities of the Discovery Fund will be assumed by the Enterprise Fund and (3)
the Enterprise Fund Shares will be distributed to shareholders of the Discovery
Fund in complete liquidation of the Discovery Fund. In connection with the
Enterprise Fund's issuance of the Enterprise Fund Shares pursuant to the
Agreement, a Registration Statement on Form N-14, which includes a Proxy
Statement/Prospectus, has been prepared and filed with the Securities and
Exchange Commission (the "Commission") on __________, 2001, as supplemented and
amended (the "Registration Statement"). This opinion is furnished to you
pursuant to Section 6(b) of the Agreement.
In connection with this opinion, we have examined such corporate documents
and records, certificates of public officials, certificates of officers of the
Discovery Fund, and such other documents of the Discovery Fund as we deemed
necessary or appropriate for purposes of this opinion. In rendering our opinion,
we have relied on such documents, records and certificates with regard to
factual matters. In addition, in rendering our opinion, we have assumed the
genuineness of all signatures of, and the authority and legal competency of,
persons signing on behalf of the Discovery Fund, the authenticity of all
documents submitted to us as originals, and the conformity to authentic original
documents of all documents submitted to us as copies.
Strong Equity Funds, Inc.
___________________, 2001
Page 2
Based upon the foregoing and subject to the qualifications set forth below,
we are of the opinion that:
(1) The Discovery Fund is a corporation duly organized, validly
existing and in good standing under the laws of the State of Wisconsin;
(2) The Discovery Fund's shares of common stock, par value $0.001 per
share, currently issued and outstanding have been duly authorized and
validly issued, fully paid and non-assessable (except as otherwise provided
in Section 180.0622(2)(b) of the Wisconsin Statutes);
(3) The Agreement has been duly authorized, executed and delivered by
the Discovery Fund and represents a valid and binding obligation of the
Discovery Fund, enforceable in accordance with its terms except as such
enforceability may be subject to the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance and transfer,
and other similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles; provided, however, that
we express no opinion as to the enforceability of the provisions in the
Agreement relating to indemnification nor with respect to the provisions of
the Agreement intended to limit liability for particular matters to the
Discovery Fund and its assets;
(4) The execution and delivery of the Agreement by the Discovery Fund
do not, and the consummation of the transactions contemplated by the
Agreement by the Discovery Fund shall not, violate the Discovery Fund's
Amended and Restated Articles of Incorporation or Bylaws or any material
agreement made known to us to which the Discovery Fund is a party or by
which it is bound (for purposes of this opinion, we have relied upon the
Officer's Certificate as to all material contracts);
(5) To our knowledge, no consent, approval, authorization or order of
any court or governmental authority is required for the consummation by the
Discovery Fund of the transactions contemplated by the Agreement, except
such as have been obtained under the Securities Act of 1933, as amended,
state securities laws, the Investment Company Act of 1940, as amended (the
"1940 Act"), and the rules and regulations under those statutes; and
(6) The Discovery Fund is registered as an investment company under
the 1940 Act and such registration with the Commission as an investment
company is in full force and effect.
Strong Equity Funds, Inc.
___________________, 2001
Page 3
Although we have not verified, and are not passing upon and do not assume
responsibility for, the accuracy, completeness or fairness of any portion of the
Registration Statement, we have generally reviewed and discussed certain
information included therein with respect to the Discovery Fund with certain
officers of the Discovery Fund and in the course of such review and discussion,
no facts came to our attention that caused us to believe that as of the date
hereof, only insofar as it relates to information with respect to the Discovery
Fund, the Registration Statement contained any untrue statement of a material
fact or omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading. We do not express any
opinion or belief as to the financial statements, other financial data,
statistical data or other information relating to the Discovery Fund contained
or incorporated by reference in the Registration Statement.
Our opinion relates only to the laws of the State of Wisconsin and the
federal laws of the United States, and we express no opinion as to the laws of
any other jurisdiction. With certain exceptions, we are members of the Bar of
the State of Wisconsin and do not hold ourselves out as experts on the law of
any state other than Wisconsin.
This opinion has been rendered solely for your benefit and the benefit of
the Board of Directors and officers of SEF. No other person or entity shall be
entitled to rely hereon without our prior written consent.
Very truly yours,
XXXXXXX & XXXX, S.C.
[Xxxxxxx & Xxxx letterhead]
________________, 2001
Strong Discovery Fund, Inc.
100 Heritage Reserve
Menomonee Falls, Wisconsin 53051
Re: Agreement and Plan of Reorganization
------------------------------------
Ladies and Gentlemen:
We have acted as counsel to the Strong Enterprise Fund ("the Enterprise
Fund"), a series of Strong Equity Funds, Inc. ("SEF"), in connection with
certain aspects of the acquisition of Strong Discovery Fund, Inc. (the
"Discovery Fund") by the Enterprise Fund pursuant to an Agreement and Plan of
Reorganization dated as of May __, 2001 (the "Agreement"). Pursuant to the
Agreement and subject to the approval of the shareholders of the Discovery Fund,
(1) all or substantially all of the assets of the Discovery Fund will be
exchanged for shares of common stock of the Investor Class of the Enterprise
Fund, $0.00001 par value (the "Enterprise Fund Shares"), (2) all or
substantially all of the liabilities of the Discovery Fund will be assumed by
the Enterprise Fund and (3) the Enterprise Fund Shares will be distributed to
shareholders of the Discovery Fund in complete liquidation of the Discovery
Fund. In connection with the Enterprise Fund's issuance of the Enterprise Fund
Shares pursuant to the Agreement, a Registration Statement on Form N-14, which
includes a Proxy Statement/Prospectus, has been prepared and filed with the
Securities and Exchange Commission (the "Commission") on ___________, 2001, as
supplemented and amended (the "Registration Statement"). This opinion is
furnished to you pursuant to Section 7(b) of the Agreement.
In connection with this opinion, we have examined such corporate documents
and records, certificates of public officials, certificates of officers of SEF,
and such other documents of SEF as we deemed necessary or appropriate for
purposes of this opinion. In rendering our opinion, we have relied on such
documents, records and certificates with regard to factual matters. In addition,
in rendering our opinion, we have assumed the genuineness of all signatures of,
and the authority and legal competency of, persons signing on behalf of SEF, the
authenticity of all documents submitted to us as originals, and the conformity
to authentic original documents of all documents submitted to us as copies.
Strong Discovery Fund, Inc.
_____________________, 2001
Page 2
Based upon the foregoing and subject to the qualifications set forth below,
we are of the opinion that:
(1) SEF is a corporation duly organized, validly existing and in good
standing under the laws of the State of Wisconsin;
(2) The Enterprise Fund's shares of common stock, par value $0.00001
per share, currently issued and outstanding have been duly authorized and
validly issued, fully paid and non-assessable (except as otherwise provided
in Section 180.0622(2)(b) of the Wisconsin Statutes); the Enterprise Fund
Shares to be delivered to the Discovery Fund pursuant to the Agreement have
been duly authorized and, upon delivery, will be validly issued, fully paid
and non-assessable (except as otherwise provided in Section 180.0622(2)(b)
of the Wisconsin Statutes); and no shareholder of the Enterprise Fund has
any option, warrant or preemptive right to subscription or purchase of any
Enterprise Fund shares;
(3) The Board of Directors of SEF has duly authorized the Enterprise
Fund as a class of SEF pursuant to the terms of the Amended and Restated
Articles of Incorporation of SEF;
(4) The Agreement has been duly authorized, executed and delivered by
SEF and represents a valid and binding obligation of SEF, enforceable in
accordance with its terms except as such enforceability may be subject to
the effect of any applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance and transfer, and other similar laws of
general applicability relating to or affecting creditors' rights and to
general equity principles; provided, however, that we express no opinion as
to the enforceability of the provisions in the Agreement relating to
indemnification nor with respect to the provisions of the Agreement
intended to limit liability for particular matters to the Enterprise Fund
and its assets;
(5) The execution and delivery of the Agreement by SEF do not, and
the consummation of the transactions contemplated by the Agreement by SEF
shall not, violate SEF's Amended and Restated Articles of Incorporation or
Bylaws or any material agreement made known to us to which SEF is a party
or by which it is bound (for purposes of this opinion, we have relied upon
the Officer's Certificate as to all material contracts);
(6) To our knowledge, no consent, approval, authorization or order of
any court or governmental authority is required for the consummation by SEF
of the transactions contemplated by the Agreement, except such as have been
obtained under the Securities Act of 1933, as amended, state securities
laws, the Investment Company Act of 1940, as amended (the "1940 Act"), and
the rules and regulations under those statutes;
Strong Discovery Fund, Inc.
_____________________, 2001
Page 3
and
(7) SEF is registered as an investment company under the 1940 Act
and such registration with the Commission as an investment company is in
full force and effect.
Although we have not verified, and are not passing upon and do not assume
responsibility for, the accuracy, completeness or fairness of any portion of the
Registration Statement, we have generally reviewed and discussed certain
information included therein with respect to SEF and the Enterprise Fund with
certain officers of SEF and in the course of such review and discussion, no
facts came to our attention that caused us to believe that as of the date
hereof, only insofar as it relates to information with respect to SEF and the
Enterprise Fund, the Registration Statement contained any untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading. We do not express
any opinion or belief as to the financial statements, other financial data,
statistical data or other information relating to SEF or the Enterprise Fund
contained or incorporated by reference in the Registration Statement.
Our opinion relates only to the laws of the State of Wisconsin and the
federal laws of the United States, and we express no opinion as to the laws of
any other jurisdiction. With certain exceptions, we are members of the Bar of
the State of Wisconsin and do not hold ourselves out as experts on the law of
any state other than Wisconsin.
This opinion has been rendered solely for your benefit and the benefit of
the Board of Directors and officers of the Discovery Fund. No other person or
entity shall be entitled to rely hereon without our prior written consent.
Very truly yours,
XXXXXXX & XXXX, S.C.
