<PAGE> 1
EXHIBIT (i)
December 28, 2000
MainStay Institutional Funds Inc.
51 Madison Avenue
New York, NY 10010
Re: Mainstay Institutional Funds Inc.
Dear Ladies and Gentlemen:
This opinion is given in connection with the filing by MainStay
Institutional Funds Inc. (the "Corporation"), a Maryland corporation, of a
post-effective amendment to the Corporation's Registration Statement on Form
N-1A ("Registration Statement") under the Securities Act of 1933, as amended,
and under the Investment Company Act of 1940, as amended, relating to the offer
and sale of up to one billion authorized shares of common stock of each of Mid
Cap Core Fund, Core Bond Plus Fund and Tax Free Bond Fund, each a series of the
Corporation (the "Funds"). The authorized shares of common stock of the Funds
are hereinafter referred to as "Shares."
We have examined such records, certificates, documents and statutes
that we have deemed relevant to enable us to give this opinion. We have assumed
the genuineness of all signatures, the authenticity of all documents examined by
us, and the correctness of all statements of fact contained in those documents.
Based on such examination, we are of the opinion that the Shares to be offered
for sale by the Corporation pursuant to the Registration Statement will have
been duly authorized and, when issued, sold and paid for in the manner
contemplated by the Registration Statement and in accordance with the
requirements of applicable federal and state law, will be legally issued, fully
paid and non assessable.
It is understood that this opinion is to be used only in connection with the
offer and sale of the Shares while the Registration Statement is in effect.
This letter expresses our opinion as to the Maryland corporate law
governing matters such as the authorization and issuance of the Shares, but does
not extend to the securities or "Blue Sky" laws of the State of Maryland or to
federal securities or other laws.
<PAGE> 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement filed with the Commission in connection with the
continuous offering of the Shares, as indicated above, and to references to our
firm, as counsel to Corporation, in the Funds' Prospectus and Statement of
Additional Information to be dated as of the effective date of the Registration
Statement and in any revised or amended versions thereof, until such time as we
revoke such consent.
Very truly yours,
/s/ Dechert
-2-
