XXXX, XXXXX, X XXXXX, XXXXXXXX & XXXXXXX
A LAW PARTNERSHIP
INCLUDING PROFESSIONAL CORPORATIONS
29TH FLOOR
1225 SEVENTEENTH STREET
XXXXXX X.X'XXXXX, P.C. DENVER, COLORADO 80Z02-5629
TELEPHONE (000) 000-0000
TELECOPIER (303} 292-4510
November 2, 1993
INVESCO Variable Investment Funds, Inc.
P.O. Box 173706 Denver,
Colorado 80217-3706
Gentlemen:
This is in response to your request for our opinion as to the legality of
the registration of an indefinite number of shares of capital stock ($0.01 par
value per share) of INVESCO Variable Investment Funds, Inc., being registered
with the Securities and Exchange Commission under the Investment Company Act of
1940 and the Securities Act of 1933, as amended (Form N-1A). This share
registration is being requested pursuant to the provisions of Rule 24f-2 under
Section 24(f) of the Investment Company Act of 1940.
We have examined the articles of incorporation of INVESCO Variable
Investment Funds, Inc. as filed for record with the State Department of
Assessments and Taxation of the State of Maryland on August 19, 1993; articles
of amendment and articles supplementary to the articles of incorporation as
filed on October 29, 1993; the bylaws; the minute book setting forth, among
other things, the actions taken by the board of directors authorizing the
issuance and sale of the corporation's capital stock and related acts and
procedures; the registration statement including all exhibits thereto; and have
made such other examination as deemed necessary in the premises.
Based upon our examination, we are of the opinion that INVESCO Variable
Investment Funds, Inc. is a corporation duly organized and existing under and by
virtue of the laws of the State of Maryland, with full power to issue its shares
of capital stock. Said shares, up to the maximum amount hereinafter indicated,
when issued and sold in the manner and on the terms set forth in the
registration statement, will be legally and validly issued, fully paid and
non-assessable shares of the corporation of the par value of $0.01 per share.
The maximum number of shares which has been authorized by the Corporation, and
thus the maximum number which may legally and validly be issued, is five hundred
million shares of such capital stock.
XXXX, XXXXX, X XXXXX, XXXXXXXX & XXXXXXX
INVESCO Variable Investment Funds, Inc.
November 2, 1993
Page 2
We hereby consent to the use of this opinion in the registration statement
and further consent to the reference to our name therein.
Very truly yours,
XXXX, XXXX, XXXXX, X'XXXXX,
XXXXXXXX & XXXXXXX
By: Xxxxxx X. X'Xxxxx, P.C.
/s/ Xxxxxx X. X'Xxxxx, P.C.
----------------------------
Xxxxxx X. X'Xxxxx, President
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