LAW OFFICES
BALLARD SPAHR ANDREWS & INGERSOLL, LLP PHILADELPHIA, PA
300 EAST LOMBARD STREET, 18TH FLOOR DENVER, CO
BALTIMORE, MARYLAND 21202-3268 SALT LAKE CITY, UT
410-528-5600 VOORHEES, NJ
FAX: 410-528-5650 WASHINGTON, DC
WWW.BALLARDSPAHR.COM WILMINGTON, DE
January 12, 2006
Morgan Stanley Institutional Fund, Inc.
1221 Avenue of the Americas, 22nd Floor
New York, New York 10020
Re: Morgan Stanley Institutional Fund, Inc., a Maryland
corporation (the "Fund") -- Registration of shares of the
Large Cap Relative Value Portfolio Class A, and the Large
Cap Relative Value Portfolio Class B, of common stock of the
Fund, par value $.001 per share (the "Shares"), pursuant to
Registration Statement on Form N-14, as amended and
supplemented (the "Registration Statement")
Ladies and Gentlemen:
We have acted as Maryland corporate counsel to the Fund in
connection with the registration of the Shares under the Securities Act of
1933, as amended (the "Securities Act"), by the Fund on Form N-14,
originally filed with the Securities and Exchange Commission (the
"Commission") on or about November 18, 2005. The Shares (the actual number
of which will be determined at the time of issuance based upon relative
share values) will be issued by the Fund in exchange for substantially all
of the assets (and subject to assumption of substantially all of the
liabilities) of the Equity Portfolio ("Equity"), a series of shares of
Morgan Stanley Institutional Fund Trust, a Pennsylvania trust (the
"Trust"), which are being purchased (and assumed) by the Fund pursuant to
the terms of an Agreement and Plan of Reorganization, dated as of January
11, 2006, by and between the Fund, on behalf of Large Cap Relative Value
Portfolio and the Trust, on behalf of Equity (the "Reorganization
Agreement"). You have requested our opinion with respect to the matters
set forth below.
In our capacity as Maryland corporate counsel to the Fund
and for the purposes of this opinion, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of the
following documents (collectively, the "Documents"):
1. the corporate charter of the Fund, represented by
Articles of Incorporation filed with the State
Department of Assessments and Taxation of Maryland (the
"Department") on June 16, 1988, and the articles
supplementary, articles of amendment and other charter
documents filed with, and
Morgan Stanley Institutional Fund, Inc.
January 12, 2006
Page 2
accepted for record by, the Department subsequent to
June 16, 1988 through the date hereof (collectively,
the "Charter");
2. the Bylaws of the Fund, as amended and restated as of
July 31, 2003 (the "Bylaws");
3. Resolutions duly adopted by the Board of Directors of
the Fund at a meeting held on October 27, 2005 (the
"Directors' Resolutions");
4. a certificate of Stefanie V. Chang Yu, the Vice
President of the Fund, and Mary E. Mullin, the
Secretary of the Fund, of even date herewith (the
"Officers' Certificate"), to the effect that, among
other things, the Charter, the Bylaws and the
Directors' Resolutions are true, correct and complete,
and that the Charter and the Bylaws have not been
rescinded or modified and are in full force and effect
as of the date of the Officers' Certificate, and
certifying as to the manner of adoption of the
Directors' Resolutions, the authorization, execution
and delivery of the Reorganization Agreement and the
authorization for issuance of the Shares;
5. the Registration Statement on Form N-14, filed by the
Fund with the Commission on November 18, 2005, in
substantially the same form filed with the Commission
(the "Registration Statement");
6. a status certificate of the Department, dated January
11, 2006, to the effect that the Fund is duly
incorporated and existing under the laws of the State
of Maryland;
7. the Reorganization Agreement; and
8. such other laws, records, documents, certificates,
opinions and instruments as we have deemed necessary to
render this opinion, subject to the limitations,
assumptions and qualifications noted below.
In reaching the opinion set forth below, we have assumed the
following:
(a) each person executing any of the Documents on behalf of
a party (other than the Fund) is duly authorized to do
so;
(b) each natural person executing any of the Documents is
legally competent to do so;
Morgan Stanley Institutional Fund, Inc.
January 12, 2006
Page 3
(c) the Officers' Certificate and all other certificates
submitted to us are true and correct when made and as
of the date hereof and without regard to any knowledge
qualifiers contained therein;
(d) any of the Documents submitted to us as originals are
authentic; the form and content of any Documents
submitted to us as unexecuted drafts do not differ in
any respect relevant to this opinion from the form and
content of such documents as executed and delivered;
any of the Documents submitted to us as certified or
photostatic copies conform to the original documents;
all signatures on all of the Documents are genuine; all
public records reviewed or relied upon by us or on our
behalf are true and complete; all representations,
warranties, certifications, statements and information
contained in the Documents are true and complete
without regard to any knowledge qualifiers contained
therein; there has been no modification of, or
amendment to, any of the Documents, and there has been
no waiver of any provision of any of the Documents by
action or omission of the parties or otherwise;
(e) the Reorganization Agreement substantially in the form
reviewed by us has been duly authorized, executed and
delivered by each party thereto, constitutes the legal,
valid, binding and enforceable obligation of each such
party, and has not been amended or modified in any
respect relevant to the opinions contained herein; and
(f) upon issuance of Shares of each class of Large Cap
Relative Value Portfolio, the total number of shares of
such class issued and outstanding, after giving effect
to such issuance, will not exceed the total number of
shares of such class of Large Cap Relative Value
Portfolio that the Fund is authorized to issue under
its Charter.
Based on the foregoing, and subject to the assumptions and
qualifications set forth herein, it is our opinion that, as of the date of this
letter:
(i) The Fund is duly incorporated and validly existing as
a corporation in good standing under the laws of the
State of Maryland.
(ii) The issuance of the Shares has been duly authorized by
all necessary corporate action on the part of the Fund
and when such Shares are issued and delivered by the
Fund as contemplated by the Registration Statement
Morgan Stanley Institutional Fund, Inc.
January 12, 2006
Page 4
in exchange for substantially all of the assets (and
subject to the assumption of substantially all of the
liabilities) of Equity in accordance with the terms of
the Reorganization Agreement and the Directors'
Resolutions, such Shares will be validly issued, fully
paid, and non-assessable.
The foregoing opinion is limited to the laws of the State of
Maryland, and we do not express any opinion herein concerning any other law. We
express no opinion as to the applicability or effect of the Investment Company
Act of 1940, the Securities Act or any other federal or state securities laws,
including the securities laws of the State of Maryland, or as to federal or
state laws regarding fraudulent transfers. To the extent that any matter as to
which our opinion is expressed herein would be governed by any jurisdiction
other than the State of Maryland, we do not express any opinion on such matter.
This opinion letter is issued as of the date hereof and is
necessarily limited to laws now in effect and facts and circumstances presently
existing and brought to our attention. We assume no obligation to supplement
this opinion letter if any applicable laws change after the date hereof, or if
we become aware of any facts or circumstances that now exist or that occur or
arise in the future and may change the opinions expressed herein after the date
hereof.
Clifford Chance US, LLP may rely upon this opinion, in its
capacity as securities counsel to the Fund, in connection with the registration
of the Shares and in rendering its opinion to the Fund in connection therewith.
We consent to your filing this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required by Section 7 of the
Securities Act.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll, LLP
