[FORM OF WILLKIE FARR & GALLAGHER OPINION]




December 5, 2001

Credit Suisse Warburg Pincus Capital Funds
466 Lexington Avenue, 16th Floor
New York, NY 10017-3147

Ladies and Gentlemen:

We have acted as counsel to Credit Suisse Warburg Pincus Large Cap Value Fund
(the "Acquiring Fund"), a series of Credit Suisse Warburg Pincus Capital
Funds, a Massachusetts business trust (the "Acquiring Trust"), in connection
with the proposed acquisition by the Acquiring Trust, on behalf of the
Acquiring Fund, of all of the assets and liabilities of Credit Suisse Warburg
Pincus Balanced Fund, Inc. (the "Acquired Fund"), a Maryland corporation, in
exchange for voting shares of beneficial interests of the Acquiring Fund (the
"Shares"), pursuant to an Agreement and Plan of Reorganization (the "Plan")
among the Acquired Fund, the Acquiring Trust, on behalf of the Acquiring
Fund, and Credit Suisse Asset Management, LLC ("CSAM"). We have examined the
Acquiring Trust's Registration Statement on Form N-14 substantially in the
form in which it is to become effective (the "Registration Statement"), the
Acquiring Trust's Amended and Restated Agreement and Declaration of Trust
(the "Declaration of Trust") and the Plan.

We have also examined and relied upon such other documents and certificates with
respect to factual matters as we have deemed necessary to render the opinions
expressed herein. We have assumed, without independent verification, the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity with originals of all documents submitted to us
as copies. We have further assumed that the Plan constitutes the legal, valid
and binding obligation of the Acquired Fund and CSAM, enforceable against the
Acquired Fund and CSAM in accordance with its terms.

We are members of the bar of the State of New York and do not purport to be
experts on, or to express any opinion herein, concerning any law other than
the laws of the State of New York and the federal laws of the United States
of America. Anything in this opinion to the contrary notwithstanding, we
render or imply no opinion with respect to compliance with any applicable
securities or anti-fraud statutes, rules, regulations or other similar laws
of any state (including the Commonwealth of Massachusetts) or the United
States of America. In rendering the opinions herein, we assume that there
will be no material changes in the facts and conditions on which we base such
opinions between the date hereof and the time of issuance of the Shares
pursuant to the Plan.

NEW YORK     WASHINGTON, DC    PARIS    LONDON     MILAN     ROME     FRANKFURT



December 5, 2001
Page 2

In rendering the opinion expressed herein based upon the laws of the
Commonwealth of Massachusetts, we have relied solely upon the attached opinion
of Sullivan & Worcester LLP, special Massachusetts counsel to the Acquiring
Trust and the Acquiring Fund, and the opinion expressed below is subject to all
of the assumptions recited in such attached opinion.

Based upon the foregoing, we are of the opinion that:

     (a)  The Acquiring Trust has been duly created and is validly existing in
          good standing as a business trust under the laws of the Commonwealth
          of Massachusetts, and the Declaration of Trust is effective to
          continue the Acquiring Fund as a series of the Acquiring Trust under
          the Annotated Laws of Massachusetts, Chapter 182, et. seq; and

     (b)  The Shares of the Acquiring Fund to be issued as contemplated in the
          Plan have been duly authorized, and, subject to the receipt by the
          Acquiring Fund of consideration equal to the net asset value thereof
          (but in no event less than the par value thereof), when issued in
          accordance with the Plan, will be validly issued, fully paid and
          nonassessable Shares of the Acquiring Fund under the laws of the
          Commonwealth of Massachusetts.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, to the references to us in the Prospectus/Proxy
Statement included as part of the Registration Statement and to the filing of
this opinion as an exhibit to any application made by or on behalf of the
Acquiring Fund or any distributor or dealer in connection with the registration
or qualification of the Acquiring Fund or the Shares under the securities laws
of any state or other jurisdiction.

This opinion is furnished by us as counsel to the Acquiring Trust, is solely for
the benefit of the Acquiring Trust and its Trustees and its officers in
connection with the above-described acquisition of assets and may not be relied
upon for any other purpose or by any other person.


                                        Very truly yours,