SEWARD & KISSEL LLP
                             ONE BATTERY PARK PLAZA
                            NEW YORK, NEW YORK 10004

                            Telephone: (212) 574-1200
                            Facsimile: (212) 480-8421


                                             April 15, 2005


Sequoia Fund, Inc.
767 Fifth Avenue
New York, New York 10153

Dear Sirs:

          We have acted as counsel for Sequoia Fund, Inc., a Maryland
corporation (the "Company"), in connection with the registration of an
indefinite number of shares of the Company's common stock, par value $.10 per
share (the "Common Stock"), under the Securities Act of 1933, as amended.

          As counsel for the Company we have participated in the preparation of
Post-Effective Amendment No. 52 to the Company's Registration Statement on Form
N-1A relating to such shares (File Nos. 2-35566 and 811-1976) (the "Registration
Statement"). We have examined the Charter and By-Laws of the Company and have
examined and relied upon such corporate records of the Company and such other
documents as we have deemed to be necessary to render the opinion expressed
herein.

          Based on such examination, we are of the opinion that the shares of
Common Stock of the Company to be offered for sale pursuant to the Registration
Statement are, to the extent of the number of shares authorized to be issued by
the Company in its Charter, duly authorized and, when sold, issued and paid for
as contemplated by the Registration Statement, will have been validly issued and
will be fully paid and nonassessable shares of Common Stock of the Company under
the laws of the State of Maryland.

          We do not express an opinion with respect to any laws other than the
laws of Maryland applicable to the issuance of shares of common stock of a
domestic business corporation. Accordingly, our opinion does not extend to,
among other laws, the federal securities laws or the securities or "blue sky"
laws of Maryland or any other jurisdiction. Members of this firm are admitted to
the bar in the State of New York and the District of Columbia.

          We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement and to the
reference to our firm in the Statements of Additional Information included
therein. In giving this consent, we do not thereby admit that we are included in
the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission.

                                             Very truly yours,


                                             /s/ Seward & Kissel LLP


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