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Exhibit (i)
DRINKER BIDDLE & REATH LLP
One Logan Square
18th and Cherry Streets
Philadelphia, PA 19103-6996
(215) 988-2700
(215) 988-2757
August 15, 2000
Excelsior Institutional Trust
73 Tremont Street
Boston, MA 02108-3913
Re: Excelsior Institutional Trust - Shares of Beneficial Interest
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Ladies and Gentlemen:
We have acted as counsel for Excelsior Institutional Trust, a Delaware
business trust (the "Trust"), in connection with the registration by the Trust
of its shares of beneficial interest, with a par value of $0.00001 per share.
The Trust Instrument of the Trust authorizes the issuance of an unlimited number
of shares of beneficial interest, which the Board of Trustees ("Board") of the
Trust has divided into seven series, three of which have two separate classes,
which have shares that remain outstanding, designated as follows: Excelsior
Equity Fund, Excelsior Value Equity Fund (Institutional Shares and Shares),
Excelsior Optimum Growth Fund (Institutional Shares and Shares), Excelsior
Income Fund, Excelsior Total Return Bond Fund, Excelsior International Equity
Fund and Excelsior High Yield Fund (Institutional Shares and Shares) (each a
"Series" and collectively, "Series"). The Board has previously authorized the
issuance of shares of these Series to the public. The shares of beneficial
interest designated into each such series are referred to herein as the "Current
Series Shares;" the shares of beneficial interest that are not designated into
series are referred to herein as the "Future Shares"; and the Current Series
Shares and the Future Shares are referred to collectively herein as the
"Shares." You have asked for our opinion on certain matters relating to the
Shares.
We have reviewed the Trust Instrument and By-laws of the Trust, resolutions
of the Trust's Board, certificates of public officials and of the Trust's
officers and such other legal and factual matters as we have deemed appropriate.
We have also reviewed the Trust's Registration Statement on Form N-1A under the
Securities Act of 1933 (the "Registration Statement"), as amended through Post-
Effective Amendment No. 22 thereto.
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Excelsior Institutional Trust
August 15, 2000
Page 2
This opinion is based exclusively on the laws of the Delaware Business
Trust Act and the federal law of the United States of America.
We have also assumed the following for purposes of this opinion:
1. The Current Series Shares have been, and will continue to be, issued
in accordance with the Trust Instrument and By-laws of the Trust and resolutions
of the Trust's Board and shareholders relating to the creation, authorization
and issuance of the Current Series Shares.
2. Prior to the issuance of any Future Shares, the Board (a) will duly
authorize the issuance of such Future Shares, (b) will determine with respect to
each series of such Future Shares the preferences, limitations and relative
rights applicable thereto and (c) with respect to such Future Shares, will duly
take the action necessary to create such series and to determine the number of
shares of such series and the relative designations, preferences, limitations
and relative rights thereof ("Future Series Designations").
3. With respect to the Future Shares, there will be compliance with the
terms, conditions and restrictions applicable to the issuance of such shares
that are set forth in (i) the Trust Instrument and By-laws of the Trust, each as
amended as of the date of such issuance, and (ii) the applicable Future Series
Designations.
4. The Board will not change the number of Shares of any Series, or the
preferences, limitations or relative rights of any series of Shares after any
Shares of such series have been issued.
Based upon the foregoing, we are of the opinion that:
1. The Trust is authorized to issue an unlimited number of shares of
beneficial interest in each of the Series.
2. The Trust's Board is authorized (i) to create from time to time one or
more additional series of shares and, (ii) to determine, at the time of creation
of any such series, the number of shares of such series and the designations,
preferences, limitations and relative rights thereof.
3. All necessary action by the Trust to authorize the Current Series Shares
has been taken, and the Trust has the power to issue the Current Series Shares.
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Excelsior Institutional Trust
August 15, 2000
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4. The Shares will be, when issued in accordance with, and sold for the
consideration described in, the Registration Statement, validly issued, fully
paid and non-assessable by the Trust, and the holders of the Shares will be
entitled to the same limitation of personal liability extended to stockholders
of private corporations for profit organized under the Delaware General
Corporation Law (except that we express no opinion as to such holders who are
also trustees of the Trust).
We consent to the filing of this opinion with Post-Effective Amendment No.
22 to the Registration Statement to be filed by the Trust with the Securities
and Exchange Commission.
Very truly yours,
/s/ Drinker Biddle & Reath LLP
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DRINKER BIDDLE & REATH LLP
