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Ropes & Gray
One International Place
Boston, Massachusetts 02110
August 31, 2000
State Street Institutional Investment Trust
P.O. Box 1713
Boston, MA 02105-1713
Ladies and Gentlemen:
We have acted as counsel to State Street Institutional Investment (the
"Trust"). In connection with this opinion, we have examined:
(a) A copy of the Agreement and Declaration of Trust of the Trust,
dated February 16, 2000 (the "Declaration of Trust"),
certified by the Assistant Secretary of the Trust;
(b) A certificate of the Secretary of State of The Commonwealth of
Massachusetts dated August 30, 2000 certifying as to the
authority of the Trust to exercise in The Commonwealth all of
the powers recited in the Declaration of Trust, as amended,
and to transact business in The Commonwealth;
(c) A copy of the Bylaws of the Trust certified by the Assistant
Secretary of the Trust;
(d) A certificate of the Assistant Secretary of the Trust dated
August 31, 2000 as to, among other things, certain actions of
the Trustees of the Trust; and
(e) Such other certificates, documents, and records as we have
deemed necessary for purposes of this opinion.
In our examination, we have assumed the genuineness of all signatures,
the legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents.
We have made such examination of Massachusetts law as we have deemed
relevant for purposes of this opinion. We express no opinion as to the effect of
laws, rules, and regulations of any state or jurisdiction other than The
Commonwealth of Massachusetts.
You have advised us that the Trust has filed with the Securities and
Exchange Commission a registration statement and amendments thereto (the
"Registration Statement") under the
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State Street Institutional Investment Trust -2- August 30, 2000
Securities Act of 1933, as amended (the "1933 Act"), relating to the issuance of
shares of beneficial interest of five series, including the State Street Equity
500 Index Fund, the State Street Equity 2000 Index Fund, the State Street Equity
400 Index Fund, the State Street MSCI EAFE Index Fund, and the State Street
Aggregate Bond Index Fund, including shares of Classes A and B of the State
Street Equity 500 Index Fund (collectively, the "Shares").
For purposes of this opinion, we have assumed that all Shares will be
offered and sold on the terms, and that the Trust will receive for the sale of
such Shares the consideration, set forth in the Registration Statement as in
effect at the time of such sale, and that such consideration will be in each
case at least equal to the applicable net asset value per Share.
We assume that appropriate action has been taken to register or qualify
the sale of the Shares under any applicable state and federal laws regulating
offerings and sales of securities.
Based upon and subject to the foregoing, we are of the opinion that:
1. The Trust is a legally organized and validly existing voluntary
association with transferable shares of beneficial interest under the laws of
The Commonwealth of Massachusetts and is authorized to issue an unlimited number
of Shares.
2. Shares issued and sold after the date hereof will be validly issued,
fully paid, and nonassessable by the Trust.
The Trust 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 the obligations of the Trust.
However, the Declaration of Trust, as amended, disclaims shareholder liability
for acts or obligations of the Trust and requires that notice of such disclaimer
be given in every note, bond, contract, instrument, certificate, or undertaking
made or issued on behalf of the Trust by its Trustees or officers. The
Declaration of Trust, as amended, provides for indemnification out of the
property of the series in question for all loss and expense of any shareholder
of that series held personally liable for the obligations of the series solely
by reason of his being or having been a shareholder of the series. Thus, the
risk of a shareholder's incurring financial loss on account of shareholder
liability is limited to circumstances in which the Portfolio itself would be
unable to meet its obligations.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
