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A LAW PARTNERSHIP
INCLUDING PROFESSIONAL CORPORATIONS
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TELEPHONE (▇▇▇) ▇▇▇-▇▇▇▇
TELECOPIER (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇, P.C.
May 21, 1993
INVESCO International Funds, Inc.
P.O. Box 2040
Denver, Colorado 80201
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) of INVESCO International 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 International
Funds, Inc., as filed for record with the State Department of Assessments and
Taxation of the State of Marylan, on April 2, 1993; the bylaws; the minute book
setting forth, among other things, the actions taken by the board of directors
authorizing the issue 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
International Funds, Inc. is a corporation duly organized and existing under and
by the 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.
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INVESCO International Funds, Inc.
May 21, 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,
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By: ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇, P.C.
By: /s/ ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
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President
