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EXHIBIT 99.i
DORSEY & WHITNEY LLP
Wasatch Funds, Inc.
150 Social Hall Avenue, 4th Floor
Salt Lake City, UT 84111
Ladies and Gentlemen:
We have acted as counsel to Wasatch Funds, Inc., a Minnesota
corporation (the "Company"), on behalf of Series A known as the Wasatch Small
Cap Growth Fund, Series B known as Wasatch Core Growth Fund, Series C known as
Wasatch Hoisington U.S. Treasury Fund, Series D known as Wasatch Ultra Growth
Fund, Series E known as Wasatch Micro Cap Fund, Series F known as Wasatch Global
Technology Fund, Series G known as Wasatch Small Cap Value Fund (the "Funds"),
each a series of the Company, in connection with a Registration Statement on
Form N-1A (File No. 33-10451) (the "Registration Statement") relating to the
sale by the Funds of an indefinite number of shares of each of the Funds' Common
Shares, each with a par value of $.01 per share (the "Shares").
We have examined such documents and have reviewed such
questions of law as we have considered necessary and appropriate for the
purposes of our opinions set forth below. In rendering our opinions set forth
below, we have assumed the authenticity of all documents submitted to us as
originals, the genuineness of all signatures and the conformity to authentic
originals of all documents submitted to us as copies. We have also assumed the
legal capacity for all purposes relevant hereto of all natural persons and, with
respect to all parties to agreements or instruments relevant hereto other than
the Company, that such parties had the requisite power and authority (corporate
or otherwise) to execute, deliver and perform such agreements or instruments,
that such agreements or instruments have been duly authorized by all requisite
action (corporate or otherwise), executed and delivered by such parties and that
such agreements or instruments are the valid, binding and enforceable
obligations of such parties. As to questions of fact material to our opinions,
we have relied upon certificates of officers of the Company and of public
officials. We have also assumed that the Shares will be issued and sold as
described in the Registration Statement.
Based on the foregoing, we are of the opinion that upon
issuance, delivery and payment for the Shares as described in the Registration
Statement, the Shares will be validly issued, fully paid and nonassessable.
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Wasatch Funds, Inc.
November 16, 2000
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We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the references to our firm under the
caption "Additional Service Providers" in the Prospectus and under the caption
"Investment Advisory and Other Services" in the Statement of Additional
Information, each constituting part of the Registration Statement.
Dated: November 16, 2000
Very truly yours,
/s/ Dorsey & Whitney LLP
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Dorsey & Whitney LLP
MJR
