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DRINKER BIDDLE & REATH LLP
One Logan Square
18/th/ & Cherry Streets
Philadelphia, PA 19103-6996
TEL: (215) 988-2700
FAX: (215) 988-2757
www.dbr.com
June 5, 2000
Provident Institutional Funds
Bellevue Park Corporate Center
400 Bellevue Parkway
Wilmington, DE 19809
Re: Post-Effective Amendment No. 66 to Registration Statement on Form N-1A for
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Provident Institutional Funds (Registration Nos. 2-47015; 811-2354)
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Ladies and Gentlemen:
We have acted as counsel to Provident Institutional Funds, a Delaware business
trust (the "Trust"), in connection with the preparation and filing with the
Securities and Exchange Commission of the Post-Effective Amendment No. 66 to the
Trust's Registration Statement on Form N-1A under the Securities Act of 1933, as
amended, and the Investment Company Act of 1940, as amended.
The Trust is authorized to issue an unlimited number of shares of beneficial
interest (the "shares"), with no par value. The Board of Trustees of the Trust
has the power to create and establish one or more series of shares and one or
more classes of shares within such series and to classify or reclassify any
unissued shares with respect to such series and classes.
We have reviewed the Trust's Agreement and Declaration of Trust, By-Laws, and
resolutions adopted by the Board of Trustees of the Trust and such other legal
and factual matters as we have deemed appropriate. We have assumed that the
shares will be issued against payment therefor as described in the Trust's
Prospectuses.
This opinion is based exclusively on the Delaware Business Trust Act and the
federal law of the United States of America.
Currently, the Trust is authorized to offer shares ("Shares") of the following
series and classes within such series:
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Provident Institutional Funds
June 5, 2000
Page 2
Series and Classes Series and Classes
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Series A (TempFund) Series F (Treasury Trust Fund)
Class A Institutional Shares Class A Institutional Shares
Class B Dollar Shares Class B Dollar Shares
Class C Plus Shares Class C Cash Management Shares
Class D Administration Shares
Class E Cash Reserve Shares Series G (MuniFund)
Class F Cash Management Shares
Class A Institutional Shares
Series B (TempCash) Class B Dollar Shares
Class C Plus Shares
Class A Institutional Shares Class D Administration Shares
Class B Dollar Shares Class E Cash Reserve Shares
Class C Cash Management Shares Class F Cash Management Shares
Series C (FedFund) Series H (MuniCash)
Class A Institutional Shares Class A Institutional Shares
Class B Dollar Shares Class B Dollar Shares
Class C Cash Management Shares Class C Cash Management Shares
Series D (T-Fund) Series I (California Money Fund)
Class A Institutional Shares Class A Institutional Shares
Class B Dollar Shares Class B Dollar Shares
Class C Plus Shares Class C Plus Shares
Class D Administration Shares Class D Administration Shares
Class E Cash Reserve Shares Class E Cash Reserve Shares
Class F Cash Management Shares Class F Cash Management Shares
Series E (Federal Trust Fund) Series J (New York Money Fund)
Class A Institutional Shares Class A Institutional Shares
Class B Dollar Shares Class B Dollar Shares
Class D Cash Management Shares Class C Plus Shares
Class D Cash Management Shares
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Provident Institutional Funds
June 5, 2000
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Based on the foregoing, it is our opinion that the Shares issued after the date
hereof pursuant to and in consideration provided for in the Registration
Statement will be, when so issued, validly issued, fully paid and non-assessable
by the Trust, and that the holders of the Shares of the Trust will be entitled
to the same limitation of personal liability extended to stockholders of private
corporations for profit organized under the general corporation law of the State
of Delaware (except that we express no opinion as to such holders who are also
trustees of the Trust).
We hereby consent to the filing of this opinion as an exhibit to the Trust's
Post-Effective Amendment No. 66 to its Registration Statement on Form N-1A.
Very truly yours,
/s/ DRINKER BIDDLE & REATH LLP
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DRINKER BIDDLE & REATH LLP
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