EX-99.11.C 4 exhibit9911c.htm LNCSF: Exhibit No. 99(11)(c)- Opinion to Lincoln National Convertible

                                                           Exhibit No. 99(11)(c)





                                  June 24, 2005




Lincoln National Convertible Securities Fund, Inc.
2005 Market Street
Philadelphia, Pennsylvania 19103

          Re:  Reorganization of Lincoln National  Convertible  Securities Fund,
               Inc., a Maryland corporation, into Delaware Dividend Income Fund,
               a series of Delaware  Group Equity Funds V, a Delaware  statutory
               trust

Ladies and Gentlemen:

     We have acted as counsel to Lincoln National  Convertible  Securities Fund,
Inc.,  a  Maryland  corporation  ("LNV"),  and  Delaware  Group  Equity  Funds V
("Acquiring  Trust"),  on behalf of its series,  Delaware  Dividend  Income Fund
("Dividend  Income Fund"),  a Delaware  statutory  trust, in connection with the
Agreement and Plan of Acquisition dated as of June 16, 2005 (the "Plan"), by and
among LNV,  Acquiring  Trust,  on behalf of Dividend  Income Fund,  and Delaware
Management  Company, a series of Delaware  Management Business Trust, a Delaware
statutory  trust.  The  Plan  provides  for  a  transaction   ("Reorganization")
involving:  (i) the  acquisition  of  substantially  all of the assets of LNV by
Dividend Income Fund in exchange for shares of beneficial interest,  without par
value, of Class A shares of Dividend Income Fund ("Dividend  Income Fund Class A
Shares"); (ii) the pro rata distribution of such shares to LNV's shareholders in
exchange  for their  shares of LNV;  and (iii) the  subsequent  liquidation  and
dissolution of LNV. This opinion is provided in accordance  with Section 8(h) of
the Plan.

     As used in this opinion letter, the term  "Governmental  Authorities" means
the executive, legislative,  judicial, regulatory and administrative entities of
the United States and the State of Delaware, as applicable.

     In rendering this opinion, we have examined originals or copies,  certified
or otherwise identified to our satisfaction, of the following documents:

     A.   The Plan as executed, certified as true and correct on the date hereof
          by an officer of Acquiring Trust;

     B.   The  Agreement  and  Declaration  of Trust  of  Acquiring  Trust  (the
          "Declaration  of  Trust"),  certified  as true and correct on the date
          hereof by an officer of Acquiring Trust;

     C.   The Amended and Restated  By-Laws of Acquiring  Trust (the  "By-Laws,"
          together with the  Declaration  of Trust,  as each has been amended to
          date, the "Acquiring Trust Documents"),  certified as true and correct
          on the date hereof by an officer of Acquiring Trust;

     D.   A copy of the Certificate of Trust of Acquiring Trust, which was filed
          with the Secretary of State of the State of Delaware  (the  "Secretary
          of State") on December  17, 1998 and  certified  by the  Secretary  of
          State as of June 24, 2005;

     E.   Certain  resolutions  adopted and approved by the Board of Trustees of
          Acquiring   Trust   relating  to  the  Plan  and  the   Reorganization
          contemplated thereby, certified as true and correct on the date hereof
          by an officer of Acquiring Trust;

     F.   The Proxy Statement/Prospectus  circulated in connection with the most
          recently  reconvened  Special  Meeting of Shareholders of LNV, held on
          June 16,  2005,  together  with  the  Notice  of  Special  Meeting  of
          Shareholders of LNV relating thereto;

     G.   Acquiring Trust's currently effective  registration  statement on Form
          N-1A on behalf of Dividend  Income  Fund,  as most  recently  amended,
          which is on file  with the U.S.  Securities  and  Exchange  Commission
          ("SEC");

     H.   An Incumbency Certificate of Acquiring Trust executed and delivered by
          an officer of Acquiring Trust;

     I.   A  certificate  of good  standing  of  Acquiring  Trust  issued by the
          Secretary of State dated June 24, 2005; and

     J.   Correspondence   via  electronic  mail  between  Rosemary  Stidmon  of
          JPMorgan Chase &  Co. and David F. Connor of Delaware  Investments
          dated June 22, 2005  relating to the  redemption  facility of Dividend
          Income Fund.

     We have  assumed,  and  therefore  have  not  verified  independently,  the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all documents  submitted to us as certified or photostatic
copies.  We are relying on  certificates of the officers of Acquiring Trust with
regard to matters of fact, and certain  certifications and written statements of
governmental  officials  with respect to the good  standing of Acquiring  Trust.
Other than our review of the documents set forth above, we have not reviewed any
other  documents  or made  any  independent  investigation  for the  purpose  of
rendering  this  opinion.  We  make  no  representations  as  to  the  scope  or
sufficiency of our document review for your purposes.

     The  opinions  hereinafter  expressed  are  subject in all  respects to the
effects  of  bankruptcy,  insolvency,  reorganization,   moratorium,  fraudulent
conveyance,  and other laws now or hereafter in effect  affecting  generally the
enforcement  of  creditors'  rights and to general  equitable  principles or any
principles  of  public  policy  limiting  the right to  enforce  indemnification
provisions.  In  connection  with the opinions  expressed in paragraph (7) below
with  respect to the  legality,  validity  and  binding  nature of the Plan,  we
express no opinion as to the  remedies  conferred  upon any party by the Plan or
the remedy that any court,  other governmental body or agency, or arbitrator may
grant, impose, or render.

     The phrase "actual knowledge" or "actually known" when used in the opinions
herein  expressed with respect to the existence or absence of certain matters is
based  upon  the  conscious  awareness  of facts  or  other  information  by the
undersigned and by other lawyers in this firm who have had active involvement in
the  transactions  contemplated by the Plan and does not include  knowledge that
might be  obtained  by  review of this  firm's  files.  We have  not,  except as
otherwise  set  forth  herein,   undertaken  any  independent  investigation  to
determine the existence or absence of those matters,  and no inference as to our
knowledge of the existence or absence of those matters  should be drawn from our
representation of Acquiring Trust.

     The law  covered  by the  opinions  expressed  herein is limited to (a) the
federal  statutes,   judicial  and   administrative   decisions  and  rules  and
regulations of the  Governmental  Authorities of the United States,  and (b) the
statutes, judicial and administrative decisions and rules and regulations of the
Governmental  Authorities  of the State of Delaware,  particularly  the Delaware
Statutory  Trust Act  ("DSTA").  With respect to the opinions  expressed  herein
relating to the DSTA, we have relied exclusively on the standard  compilation of
the DSTA as contained in  Corporation  State  Statutes,  Vol. 3 (Aspen Law &
Business), without regard to the cases described thereunder.

     The following opinions are given only with respect to laws,  regulations or
orders that are currently in effect.

     Based  upon and  subject  to the  foregoing  and the  following,  it is our
opinion that as of the date hereof:

     (1)  Acquiring  Trust is a  statutory  trust  formed  under the laws of the
          State of  Delaware  on  December  17,  1998 and is a validly  existing
          statutory trust and in good standing under the laws of that State;

     (2)  Acquiring  Trust is authorized to issue an unlimited  number of shares
          of  beneficial  interest of Dividend  Income Fund,  without par value.
          Shares of  beneficial  interest  of  Dividend  Income Fund are further
          divided into five  classes of shares,  of which  Dividend  Income Fund
          Class A Shares is one, and an unlimited number of shares of beneficial
          interest,  without par value,  has been  allocated  and  designated to
          Dividend  Income  Fund  Class A  Shares.  Assuming  that  the  initial
          Dividend Income Fund Class A Shares of beneficial interest were issued
          in accordance in all material respects with the Investment Company Act
          of  1940,  as  amended  (the  "1940  Act"),  and the  Acquiring  Trust
          Documents,  and that all other  outstanding  shares of Dividend Income
          Fund were sold,  issued  and paid for in  accordance  in all  material
          respects with the terms of Dividend Income Fund's prospectus in effect
          at the time of such sales,  each such outstanding share is fully paid,
          non-assessable,  freely  transferable  and has full  voting  rights in
          accordance with the terms of the Acquiring Trust Documents;

     (3)  Acquiring  Trust is an open-end  investment  company of the management
          type registered as such under the 1940 Act;

     (4)  Except as  disclosed in Dividend  Income  Fund's  currently  effective
          prospectus,  we do not have actual  knowledge  of any  material  suit,
          action or legal or  administrative  proceeding  pending or  threatened
          against  Acquiring  Trust,  the  unfavorable  outcome  of which  would
          materially and adversely affect Dividend Income Fund;

     (5)  Dividend Income Fund Class A Shares to be issued pursuant to the terms
          of the Plan have been duly  authorized  and, when issued and delivered
          as provided in the Plan,  will have been validly issued and fully paid
          and will be non-assessable by Acquiring Trust;

     (6)  All trust actions required to be taken by Acquiring Trust to authorize
          the Plan and to effect the  Reorganization  contemplated  thereby have
          been duly authorized by all necessary  action on the part of Acquiring
          Trust;

     (7)  The execution, delivery or performance of the Plan by Acquiring Trust,
          on behalf of Dividend  Income Fund,  will not violate any provision of
          the Acquiring Trust  Documents,  or the provisions of any agreement or
          other  instrument  actually known to us to which  Acquiring  Trust, on
          behalf  of  Dividend  Income  Fund,  is a party or by which  Acquiring
          Trust, on behalf of Dividend Income Fund, is otherwise bound; the Plan
          is the legal,  valid and binding  obligation  of Acquiring  Trust,  on
          behalf of Dividend Income Fund, and is enforceable  against  Acquiring
          Trust,  on behalf of Dividend  Income  Fund,  in  accordance  with its
          terms; and

     (8)  The Dividend Income Fund N-14 Registration Statement has been declared
          or, by operation of rule,  has become  effective  under the Securities
          Act of 1933,  as amended  (the "1933  Act"),  and,  to the best of our
          actual  knowledge,  no stop order suspending the effectiveness of such
          Registration  Statement has been issued,  and no proceedings  for such
          purpose have been  instituted  or are pending  before or threatened by
          the SEC under the 1933 Act, and nothing has come to our attention that
          causes us to believe that,  at the time the Dividend  Income Fund N-14
          Registration  Statement  became  effective,  or at the  Closing,  such
          Registration  Statement (except for the financial statements and other
          financial and statistical data included  therein,  as to which we need
          not express an opinion),  contained any untrue statement of a material
          fact or omitted to state a material fact required to be stated therein
          or necessary to make the statements therein not misleading;  and we do
          not have  actual  knowledge  of any  legal or  government  proceedings
          required to be described in the Dividend Income Fund N-14 Registration
          Statement,  or of any contract or document of a character  required to
          be described in the Dividend Income Fund N-14  Registration  Statement
          that is not described as required.

     We assume no obligation to update or supplement this opinion to reflect any
facts  or   circumstances   that  may  hereafter  occur  whether  the  same  are
retroactively or prospectively  applied.  This opinion is being provided to you,
LNV,  only and may not be  published by you or relied upon in any respect by any
third party, without the prior written consent of a partner in this law firm.

                                         Very truly yours,

                                         STRADLEY RONON STEVENS & YOUNG, LLP


                                         By: /s/ Michael D. Mabry
                                             Michael D. Mabry, a Partner