| Exhibit 9 |
| BROWN & WOOD LLP |
| ONE WORLD TRADE CENTER NEW YORK, NEW YORK 10048-0557 |
| TELEPHONE: 212-839-5300 FACSIMILE: 212-839-5599 |
| March 31, 2000 |
|
Merrill Lynch Pacific Fund, Inc. Ladies and Gentlemen: |
| We have acted as counsel for Merrill Lynch Pacific Fund, Inc., a Maryland corporation, (the “Fund”), in connection with the organization of the Fund and its registration as an open-end investment company under the Investment Company Act of 1940, as amended. This opinion is being furnished in connection with the registration of an indefinite number of shares of common stock, designated Class A, Class B, Class C and Class D, par value $0.10 per share, of the Fund (the “Shares”) under the Securities Act of 1933, as amended, which registration is being effected pursuant to a registration statement on Form N-1A (File No. 2-56978), as amended (the “Registration Statement”). |
| As counsel for the Fund, we are familiar with the proceedings taken by it in connection with the authorization, issuance and sales of the Shares. In addition, we have examined and are familiar with the Articles of Incorporation, as amended, of the Fund, the By-Laws of the Fund, and such other documents as we have deemed relevant to the matters referred to in this opinion. |
| Based on the foregoing, we are of the opinion that the Shares, upon issuance and sale in the manner referred to in the Registration Statement, for consideration not less than the par value thereof, will be legally issued, fully paid and non-assessable shares of common stock of the Fund. |
| We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the prospectus and statement of additional information constituting parts thereof. |
| Very truly yours, |
| /s/ Brown & Wood LLP |