EX-99.i.2 Legal Opinion
[Exhibit (i)(2)]
DORSEY & WHITNEY LLP
PILLSBURY CENTER SOUTH
220 SOUTH SIXTH STREET
MINNEAPOLIS, MINNESOTA 55402
December 19, 2000
First American Insurance Portfolios, Inc.
U.S. Bank Place, 20th Floor
601 Second Avenue South
Minneapolis, Minnesota 55402
Ladies and Gentlemen:
We have acted as counsel to First American Insurance
Portfolios, Inc., a Minnesota corporation (the "Company"), in rendering the
opinion hereinafter set forth with respect to the authorization of the Company's
Series A, Class One Common Shares, also known as its Large Cap Growth Portfolio;
its Series B, Class One Common Shares, also known as its Mid Cap Growth
Portfolio; its Series C, Class One Common Shares, also known as its
International Portfolio; its Series D, Class One Common Shares, also known as
its Technology Portfolio; and its Series E, Class One Common Shares, also known
as its Small Cap Growth Portfolio. The shares of the Company referred to above
are referred to herein collectively as the "Shares."
We understand that the Shares are being registered under the
Securities Act of 1933, as amended, and the Investment Company Act of 1940, as
amended, pursuant to the Company's Registration Statement on Form N-1A relating
to such shares (the "Registration Statement"). In rendering the opinion
hereinafter expressed, we have reviewed the corporate proceedings taken by the
Company in connection with the authorization and issuance of the Shares, and we
have reviewed such questions of law and examined copies of such corporate
records of the Company, certificates of public officials and of responsible
officers of the Company, and other documents as we have deemed necessary as a
basis for such opinion. As to the various matters of fact material to such
opinion, we have, when such facts were not independently established, relied to
the extent we deemed proper on certificates of public officials and of
responsible officers of the Company. In connection with such review and
examination, we have assumed that all copies of documents provided to us conform
to the originals and that all signatures are genuine.
In addition, in rendering the opinion hereinafter expressed,
we have assumed, with the concurrence of the Company, that all of the Shares
will be issued and sold upon the terms and in the manner set forth in the
Registration Statement; that the Company will not issue Shares in excess of the
numbers authorized in the Company's Articles of Incorporation as in effect at
the respective dates of issuance; and that the Company will maintain its
corporate
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existence and good standing under the laws of the State of Minnesota in effect
at all times after the date of this opinion.
Based on the foregoing, it is our opinion that the Shares
issued from and after the date hereof, when issued and delivered by the Company
as described in the Registration Statement, will be legally issued and fully
paid and non-assessable.
In rendering the foregoing opinion, we express no opinion as
to the laws of any jurisdiction other than the State of Minnesota. We hereby
consent to the filing of this opinion letter as an exhibit to the Registration
Statement.
Very truly yours,
/s/ DORSEY & WHITNEY LLP
KLP
