PART C  EXHIBIT (11)

OPINION OF COUNSEL

August 14, 2001


Davis New York Venture Fund, Inc.
2949 East Elvira Road, Suite 101
Tucson, Arizona, 85706

Dear Ladies and Gentlemen:


This opinion is furnished to Davis New York Venture Funds, Inc. (the "Company"),
a Maryland Corporation, in connection with the filing with the Securities and
Exchange Commission of the Registration Statement on Form N-14 under the
Securities Act of 1933, as amended, and the Investment Company Act of 1940, as
amended, (the "Registration Statement"), for the issuance of shares of Davis New
York Venture Fund (the "Fund"), to the shareholders of Davis Growth & Income
Fund pursuant to an Agreement and Plan of Reorganization (the "Agreement") and
the transactions contemplated by said Agreement whereby shares of the Fund will
be issued to the shareholders of Davis Growth & Income Fund upon delivery of the
assets of Davis Growth & Income Fund when and as more fully set forth in the
Agreement. This opinion relates only to the filing of the Registration
Statement, and will be superseded and replaced by our opinion to Davis Growth &
Income Fund required by and pursuant to the Agreement to be delivered at the
closing of the Reorganization and the transactions contemplated thereby, if and
when said closing occurs.

As counsel for the Fund, we have examined the Registration Statement, such
statutes, regulations, Fund records and other documents and reviewed such
questions of law that we deemed necessary or appropriate for the purposes of
this opinion.

Based upon and subject to the foregoing, we are of the opinion that the shares
to be issued as described in the Registration Statement have been duly
authorized and, assuming receipt of the consideration to be received therefor
and upon the closing of the Agreement and the transactions contemplated thereby,
upon delivery as provided in the Agreement, will be legally and validly issued,
fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us in the Registration Statement.
We do not thereby admit that we are within the category of persons whose consent
is required under Section 7 of the 1933 Act or the rules and regulations of the
Securities and Exchange Commission thereunder.

Sincerely,

/s/ Arthur Don
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Arthur Don
D'Ancona & Pflaum