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[LETTERHEAD]
August 5, 1996
Piper Institutional Funds Inc.
Piper Jaffray Tower
222 South Ninth Street
Minneapolis, Minnesota 55402
Re: Rule 24f-2 Notice for Piper Institutional Funds Inc.
(File Nos. 33-53718 and 811-7320)
Dear Sir or Madam:
We have acted as general counsel to Piper Institutional Funds Inc., a
Minnesota corporation (the "Company"), in connection with the Company's
Registration Statement on Form N-1A (File Nos. 33-53718 and 811-7320). This
opinion is addressed to you in connection with a filing by the Company of a
notice (the "Notice") pursuant to Rule 24f-2 under the Investment Company Act of
1940, as amended. In that connection, we have examined such documents and have
reviewed such questions of law as we have considered necessary and appropriate
for the purpose of this opinion. Based thereon, we advise you that, in our
opinion, the 595,287,328 shares of common stock, $.01 par value per share, sold
by the Company during the fiscal year ended June 30, 1996, as set forth in the
Notice, were legally issued, have been fully paid, and are nonassessable, if
issued and sold upon the terms and in the manner set forth in the Registration
Statement of the Company referred to above.
Very truly yours,
Dorsey & Whitney LLP
KLP
