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1701 Market Street Morgan, Lewis
Philadelphia, PA 19103-2921 & Bockius LLP
215-963-5000 Counselors at Law
Fax: 215-963-5299
September 19, 2000
Morgan Stanley Dean Witter Institutional Fund, Inc.
1221 Avenue of the Americas
New York, NY 10020
Re: Opinion of Counsel regarding Post-Effective Amendment No. 44 to the
Registration Statement Filed on Form N-1A under the Securities Act of 1933
(File No. 33-23166).
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Ladies and Gentlemen:
We have acted as counsel to Morgan Stanley Dean Witter Institutional Fund, Inc.,
a Maryland corporation (the "Fund"), in connection with the above-referenced
Registration Statement which relates to the Fund's shares of common stock, par
value $.001 per share (collectively, the "Shares"). This opinion is being
delivered to you in connection with the Fund's filing of Post-Effective
Amendment No. 44 to the Registration Statement (the "Amendment") to be filed
with the Securities and Exchange Commission pursuant to Rule 485(a) under the
Securities Act of 1933 (the "1933 Act"). With your permission, all assumptions
and statements of reliance herein have been made without any independent
investigation or verification on our part, except to the extent otherwise
expressly stated, and we express no opinion with respect to the subject matter
or accuracy of such assumptions or items relied upon.
In connection with this opinion, we have reviewed, among other things, executed
copies of the following documents:
(a) a certificate of the State of Maryland to the existence and good
standing of the Fund;
(b) the Articles of Incorporation of the Fund and all amendments and
supplements thereto (the "Articles of Incorporation");
(c) a certificate executed by Mary E. Mullin, the Secretary of the
Fund, certifying as to the Fund's Articles of Incorporation and
Amended and Restated By-Laws (the "By-Laws"), and certain
resolutions adopted by the Board of Directors of the Fund
authorizing the issuance of the Shares; and
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Morgan Stanley Dean Witter Institutional Fund, Inc.
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(d) a printer's proof of the Amendment.
In our capacity as counsel to the Fund, we have examined the originals, or
certified, conformed or reproduced copies, of all records, agreements,
instruments and documents as we have deemed relevant or necessary as the basis
for the opinion hereinafter expressed. In all such examinations, we have assumed
the legal capacity of all natural persons executing documents, the genuineness
of all signatures, the authenticity of all original or certified copies, and the
conformity to original or certified copies of all copies submitted to us as
conformed or reproduced copies. As to various questions of fact relevant to such
opinion, we have relied upon, and assume the accuracy of, certificates and oral
or written statements of public officials and officers or representatives of the
Fund. We have assumed that the Amendment, as filed with the Securities and
Exchange Commission, will be in substantially the form of the printer's proof
referred to in paragraph (d) above.
Based upon, and subject to, the limitations set forth herein, we are of the
opinion that the Shares, when issued and sold in accordance with the Articles of
Incorporation and By-Laws, and for the consideration described in the
Registration Statement, will be legally issued, fully paid and non-assessable
under the laws of the State of Maryland.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not concede that we are in
the category of persons whose consent is required under Section 7 of the 1933
Act.
Very truly yours,
/s/ Morgan, Lewis and Bockius LLP
Morgan, Lewis and Bockius LLP
