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DETROIT
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LOS ANGELES
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WASHINGTON, D.C.
WEST PALM BEACH

                                 April 29, 2002

Van Wagoner Funds, Inc.
345 California Street
Suite 2450
San Francisco, CA  94104
Ladies and Gentlemen:

                  We have acted as counsel for you in connection with the
preparation of an Amended Registration Statement on Form N-1A relating to the
sale by you of an indefinite amount of Van Wagoner Funds, Inc. Common Stock
(such Common Stock being hereinafter referred to as the "Stock") in the manner
set forth in the Amended Registration Statement to which reference is made. In
this connection we have examined: (a) the Amended Registration Statement on Form
N-1A; (b) your Articles of Incorporation and Bylaws, as amended to date; (c)
corporate proceedings relative to the authorization for issuance of the Stock;
and (d) such other proceedings, documents and records as we have deemed
necessary to enable us to render this opinion.

                  Based upon the foregoing, we are of the opinion that the
shares of Stock when sold as contemplated in the Amended Registration Statement
will be legally issued, fully paid and nonassessable

                  We hereby consent to the use of this opinion as an exhibit to
the Amended Registration Statement on Form N-1A. In giving this consent, we do
not admit that we are experts within the meaning of Section 11 of the Securities
Act of 1933, as amended, or within the category of persons whose consent is
required by Section 7 of said Act.

                                                          Sincerely,

                                                          FOLEY & LARDNER

                                                          By
                                                          /s/Richard L. Teigen
                                                             Richard L. Teigen

FOLEY & LARDNER                                            CLIENT/MATTER NUMBER
777 EAST WISCONSIN AVENUE, SUITE 3800                      042012-0101
MILWAUKEE, WISCONSIN  53202-5367

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