Exhibit 99.12 WILMER CUTLER PICKERING HALE AND DORR LLP [April 15], 2005 [Lord Abbett Portfolio] [Phoenix Portfolio] Ladies and Gentlemen: This opinion is being delivered to you in connection with the Agreement and Plan of Reorganization (the...Lord Abbett Series Fund Inc • February 25th, 2005
This opinion is being delivered to you in connection with the Agreement and Plan of Reorganization (the "Agreement") made as of [March 2], 2005 by and between Lord Abbett Series Fund, Inc., a Maryland corporation (the "Lord Abbett Series Fund"), on behalf of its [series/class] [Lord Abbett Portfolio] ("Acquiring Portfolio"), and Phoenix Edge Series Fund, a Massachusetts business trust, on behalf of its series [Phoenix Portfolio] ("Acquired Portfolio"). Pursuant to the Agreement, Acquiring Portfolio will acquire all of the assets of Acquired Portfolio in exchange solely for (i) the assumption by Acquiring Portfolio of all of the Assumed Liabilities, as defined in the Agreement (the "Acquired Portfolio Liabilities"), and (ii) the issuance of [Class VC] shares of beneficial interest of Acquiring Portfolio (the "Acquiring Portfolio Shares") to Acquired Portfolio, followed by the distribution by Acquired Portfolio, in liquidation of Acquired Portfolio, of the Acquiring Portfolio Shares to t
