XXXX/XXXXX
A Professional Corporation
Xxxx, Xxxxx, Xxxxxx & Xxxxxxx
Attorneys at Law
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000-1643
000-000-0000 FAX 000-000-0000
0000 X Xxxxxx, XX
Xxxxxxxxxx, X.X. 00000-3324
000-000-0000 FAX 000-000-0000
February 12, 1997
The Japan Fund, Inc.
000 Xxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Gentlemen:
The Japan Fund, Inc. (the "Fund") is a corporation organized under the
laws of the State of Maryland on August 10, 1961, having its principal executive
office in New York, New York.
We understand that, pursuant to Rule 24f-2 under the Investment Company
Act of 1940, the Fund registered an indefinite number of shares of its capital
stock, effective August 14, 1987. We further understand that, pursuant to the
provisions of Rule 24f-2, you are about to file with the Securities and Exchange
Commission a notice making definite the registration of 20,114,876 shares (the
"Shares") sold in reliance upon Rule 24f-2 during the fiscal year ended December
31, 1996.
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of the Charter, the By-Laws, as amended, records of
corporate proceedings of the Fund, and such additional documents, and we have
obtained such other certificates, affidavits and advices from officers of the
Fund or from public officials, as we have deemed necessary or appropriate for
the purposes of this opinion.
XXXX/XXXXX
A Professional Corporation
The Japan Fund, Inc.
February 12, 1997
Page 2
We are of the opinion that all of the Shares were legally and validly
issued, and are fully paid and non-assessable. The opinion expressed in the
preceding sentence is based upon the assumptions that the Fund received
consideration for such Shares in accordance with the terms described in ARTICLE
FIFTH (8) of the Charter of the Fund and such consideration was paid in cash.
We express no opinion as to compliance with the Securities Act of 1933,
the Investment Company Act of 1940 or the securities laws of any state with
respect to the issuance of the Shares.
We consent to your filing this opinion with the Securities and Exchange
Commission in connection with the Rule 24f-2 Notice which you are about to file
pursuant to the Investment Company Act of 1940.
Sincerely,
/s/Ober, Kaler, Xxxxxx & Xxxxxxx
A Professional Corporation
GWW\TSS
