EX-2.L 2 fp0002309_ex2l.htm fp0002309_ex2l.htm
 
VENABLE LLP
 
December 10, 2010

Firsthand Technology Value Fund, Inc.
111 North Market Street
Suite 105
San Jose, California 95113


 
Re:
Registration Statement on Form N-2:
 
File No.:  333-168195
 
Registration Statement on Form N-14:
 
File No.:  333-168196


Ladies and Gentlemen:

We have served as Maryland counsel to Firsthand Technology Value Fund, Inc., a Maryland corporation (the "Company") and a business development company under the Investment Company Act of 1940, as amended (the "1940 Act"), in connection with certain matters of Maryland law arising out of the registration of shares (the "Shares") of common stock, $.001 par value per share (the "Common Stock"), of the Company issued or to be issued by the Company as follows:  (a) one Share issued in the initial capitalization of the Company, covered by the above-referenced Registration Statement on Form N-2, and all amendments thereto (the "N-2"), filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "1933 Act"); and (b) an indefinite number of Shares to be issued pursuant to the Agreement and Plan of Reorganization, dated as of September 10, 2010 (the "Reorganization Agreement"), by and between Firsthand Funds, a Delaware statutory trust, on behalf of its series, Firsthand Technology Value Fund, and the Company, covered by the above-referenced Registration Statement on Form N-14, and all amendments thereto (the "N-14" and, together with the N-2, the "Registration Statements"), filed by the Company with the Commission under the 1933 Act.

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the "Documents"):

1.           The Registration Statements, substantially in the form in which they were transmitted to the Commission under the 1933 Act;
 
 
 
 
 
Firsthand Technology Value Fund, Inc.
December 10, 2010
Page 2
 
2.           The charter of the Company (the "Charter"), certified as of a recent date by the State Department of Assessments and Taxation of Maryland (the "SDAT");

3.           The Bylaws of the Company, certified as of the date hereof by an officer of the Company;

4.           A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

5.           The Reorganization Agreement;

6.           Resolutions (the "Resolutions") adopted by the Board of Directors of the Company relating to the authorization of the Reorganization Agreement, the filing of the Registration Statements and the sale and issuance of the Shares, certified as of the date hereof by an officer of the Company;

7.           A certificate executed by an officer of the Company, dated as of the date hereof; and

8.           Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

In expressing the opinion set forth below, we have assumed the following:

1.           Each individual executing any of the Documents, whether on behalf of such individual or any other person, is legally competent to do so.

2.           Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

3.           Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

4.           All Documents submitted to us as originals are authentic.  The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect
 
 
 
 
 
Firsthand Technology Value Fund, Inc.
December 10, 2010
Page 3
 
relevant to this opinion from the form and content of such Documents as executed and delivered.  All Documents submitted to us as certified or photostatic copies conform to the original documents.  All signatures on all such Documents are genuine.  All public records reviewed or relied upon by us or on our behalf are true and complete.  All representations, warranties, statements and information contained in the Documents are true and complete.  There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.
 
5.           Upon any issuance of the Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter.
 
Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

1.           The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

2.           The issuance of the Shares has been duly authorized and, when and if issued and delivered against payment therefor in accordance with the Resolutions and the applicable Registration Statement, the Shares will be validly issued, fully paid and nonassessable.

The foregoing opinion is limited to the substantive laws of the State of Maryland and we do not express any opinion herein concerning any other law.  We express no opinion as to compliance with federal or state securities laws, including the securities laws of the State of Maryland, or the 1940 Act.

The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated.  We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statements.  We hereby consent to the filing of this opinion as an

 
 
 
 
Firsthand Technology Value Fund, Inc.
December 10, 2010
Page 4
 
exhibit to the Registration Statements.  In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.

Very truly yours,

/s/ Venable LLP