EXHIBIT
I
April 28,
2000
MassMutual
Institutional Funds
1295 State
Street
Springfield, MA
01111
Ladies and
Gentlemen:
We are furnishing
this opinion in connection with the proposed offer and sale from time to
time by MassMutual Institutional Funs (the “Trust”) of an
indefinite number of shares of beneficial interest (the “Shares”)
in each of MassMutual Large Cap Value Fund, MassMutual Aggressive Growth
Fund, MassMutual OTC 100 Fund, MassMutual Focused Value Fund, MassMutual Mid
Cap Growth Equity II Fund and MassMutual Emerging Growth Fund pursuant to a
Post-Effective Amendment to the Trust’s Registration Statement on Form
N-1A (File No. 033-73824) under the Securities Act of 1933, as
amended.
We are familiar with
the action taken by the Trustees of the Trust to authorize the issuance of
the Shares. We have examined the Trust’s records of Trustee action, its
By-Laws and its Agreement and Declaration of Trust, as amended to date. We
have examined such other documents as we deem necessary for the purposes of
this opinion.
We assume that, upon
sale of the Shares, the Trust will receive the authorized consideration
therefor, which will at least equal the net asset value of the
Shares.
We assume that
appropriate action has been taken to register or qualify the sale of the
Shares under any applicable state laws regulating offerings and sales of
securities.
Based upon the
foregoing, we are of the opinion that the Trust is authorized to issue an
unlimited number of Shares, and that, when the Shares are issued and sold
after the post-effective amendment to the Registration Statement has been
declared effective and the authorized consideration therefor is received by
the Trust, they 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 or
any series of the Trust (a “Series”). However, the Agreement and
Declaration of Trust (i) provides that all persons extending credit to,
contracting with or having any claim against the Trust or a Series shall
look only to the assets of the Trust or the assets of the Series and that
the shareholders shall not be liable therefor, and (ii) requires that notice
of such disclaimer of shareholder liability be given in every note, bond,
contract, instrument, writing, certificate or undertaking made or issued by
the Trustees or by any officers or officer of the Trust. The Agreement and
Declaration of Trust provides for indemnification out of the assets of a
particular Series for all loss and expense of any shareholder held
personally liable for the obligations of that Series solely by reason of his
or her being or having been a shareholder. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is limited to
circumstances in which the relevant Series would be unable to meet its
obligations.
We consent to the
filing of this opinion as an exhibit to the aforesaid post-effective
amendment to the Trust’s Registration Statement.
Very truly
yours,
Ropes &
Gray
