________________
XXXXXXXX
RONON
XXXXXXX
& XXXXX, LLP
----------------
Attorneys At Law
Great Valley Corporate Center Philadelphia, Pennsylvania
00 Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx, Xxx Xxxxxx
Malvern, Pennsylvania 19355-1481 Wilmington, Delaware
Fax: (000)000-0000 -----------------------------
A Limited Liability Partnership
Xxxxxx X. Xxxxx
(000) 000-0000
xxxxxx@xxxxxxxx.xxx
January 10, 1997
Philadelphia Fund, Inc.
Suite 424
0000 Xxxxx Xxxxxxx Xxxxxxx
Xxxx Xxxxx, XX 00000
Gentlemen:
You have informed us that, in accordance with Rule 24f-2 under
the Investment Company Act of 1940, as amended (the "1940 Act").
Philadelphia Fund, Inc., a Maryland corporation (the "Fund"),
intends to file a Rule 24f-2 Notice with the United States
Securities and Exchange Commission (the "SEC"), setting forth,
among other things, that during the period beginning December 1,
1995 and ending November 30, 1996, the Fund's most recently
ended fiscal year, the Fund, having elected to register an
indefinite number of shares of common stock, sold 1,384,529
shares of common stock registered under the Securities Act of
1933 ("1933 Act") pursuant to such rule for such period. You
have also informed us that all such shares were issued in
accordance with the provisions relating thereto and the
registration statement filed by the Fund under the 1933 Act.
We have acted as legal counsel to the Fund during the period
of time referred to above and, as such, have reviewed the
Articles of Incorporation of the Fund, its by-laws, the
registration statement it has filed with the SEC under the 1940
and 1933 Acts and such minutes of the corporation proceedings
and other documents as we deem material to our opinion.
Based on the foregoing, we are of the opinion that the
1,384,529 shares of common stock described in the Rule 24f-2
Notice as having been sold under such rule during the period
beginning December 1, 1995 and ending November 30, 1996 were
fully-paid non assessable and legally issued shares of common
stock.
Philadelphia Fund, Inc.
January 10, 1997
Page 2
We hereby consent to the filing of this opinion with the SEC
as an exhibit or an accompaniment to the aforementioned Rule
24f-2 Notice and as an exhibit to the Fund's amendments to its
registration statement under the 1933 and 1940 Acts and to the
reference to us in the prospectus of the Fund as legal counsel
who have passed upon the legality of the offering of such shares
of common stock.
Very truly yours,
STRADLEY, RONON, XXXXXXX & XXXXX, LLP
By:/s/Xxxxxxx X. Xxxxx
--------------------------------
Xxxxxxx X. Xxxxx
SWK/cgm
