BELL, BOYD & LLOYD LLC
Three First National Plaza
70 West Madison Street, Suite 3300
Chicago, Illinois 60602-4207
312 372-1121
Fax 312 372-2098
December 11, 2000
Liberty-Stein Roe Institutional Floating Rate Income Fund
One Financial Center
Boston, MA 02111
Ladies and Gentlemen:
Liberty-Stein Roe Institutional Floating Rate Income Fund
We have represented Liberty-Stein Roe Institutional Floating Rate Income Fund
(the "Fund") in connection with the registration of an additional 12,000,000
shares of beneficial interest (the "Shares") of the Fund under the Securities
Act of 1933. In this connection we have examined originals, or copies certified
or otherwise identified to our satisfaction, of such documents, corporate and
other records, certificates and other papers as we deemed it necessary to
examine for the purpose of this opinion, including the agreement and declaration
of trust (the "Trust Agreement") and by-laws of the Fund, actions of the board
of trustees of the Fund authorizing the issuance of Shares. For purposes of this
opinion, we have assumed that, upon sale of the Shares, the Fund will receive
the authorized consideration therefor, which will at least equal the net asset
value of the Shares.
Based upon the foregoing, we are of the opinion that the Fund is authorized to
issue the 12,000,000 Shares, and that, when the Shares are issued and sold and
the authorized consideration therefor is received by the Fund, they will be
validly issued, fully paid and nonassessable by the Fund.
The Fund is an entity of the type commonly known as a "Massachusetts business
trust." Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for obligations of the Fund. However,
the Trust Agreement disclaims shareholder liability for acts or obligations of
the Fund and requires that notice of such disclaimer be given in every note,
bond, contract, instrument, certificate or other undertaking issued by or on
behalf of the Fund. The Trust Agreement provides for indemnification for all
loss and expense of any shareholder of the Fund held personally liable for
obligations of the Fund. Thus, the risk of a shareholder incurring financial
loss on account of shareholder liability is limited to circumstances in which
the Fund would be unable to meet its obligations.
In rendering the foregoing opinion, we have relied upon the opinion of Ropes &
Gray expressed in their letter to us dated December 11, 2000.
We consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not admit that we are in the category
of persons whose consent is required under section 7 of the Act.
Very truly yours,
/s/ Bell, Boyd & Lloyd LLC
