Exhibit 99.(11)(a)
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July 23, 2012
Morgan Stanley Institutional Fund, Inc.
522 Fifth Avenue
New York, New York 10036
Re: Opinion of Counsel Regarding the Registration Statement
Filed on Form N-14 under the Securities Act of 1933
(File Nos. 333-181668)
Ladies and Gentlemen:
We have acted as counsel for Morgan Stanley Institutional Fund, Inc., a Maryland corporation (the “Fund”), in connection with (i) the proposed acquisition by International Equity Portfolio, a series of the Fund (“MSIF International Equity”), of substantially all of the assets and the assumption of certain stated liabilities of Morgan Stanley International Value Equity Fund (“International Value Equity”) pursuant to an Agreement and Plan of Reorganization, dated as of April 25, 2012 (the “International Equity Reorganization Agreement”), in exchange solely for an equal aggregate value of shares of common stock of MSIF International Equity to be distributed thereafter to shareholders of International Value Equity and (ii) the proposed acquisition by Active International Allocation Portfolio, a series of the Fund (“MSIF Active International”), of substantially all of the assets and the assumption of certain stated liabilities of Morgan Stanley International Fund (“International”) pursuant to an Agreement and Plan of Reorganization, dated as of April 25, 2012 (the “Active International Reorganization Agreement”), in exchange solely for an equal aggregate value of shares of common stock of MSIF Active International to be distributed thereafter to shareholders of International. The Reorganizations of each of International Value Equity and International are collectively referred to herein as the “Reorganizations.”
This opinion is furnished in connection with the Fund’s Registration Statement on Form N-14 under the Securities Act of 1933, as amended (the “Registration Statement”), relating to the Class H, Class L and Class I shares of common stock of each of MSIF International Equity and MSIF Active International, each with a par value of $0.001 per share (the “Acquiring Fund Shares”), to be issued in the Reorganizations.
We have examined such statutes, regulations, corporate records and other documents and reviewed such questions of law as we deemed necessary or appropriate for the purpose of this
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opinion. As to matters of Maryland law contained in this opinion, we have relied upon the opinion of Ballard Spahr LLP, dated July 23, 2012.
Based upon the foregoing, we are of the opinion that subsequent to the approval by the shareholders of International Value Equity of the International Equity Reorganization Agreement and the approval by the shareholders of International of the Active International Reorganization Agreement, each set forth in the proxy statement and prospectus constituting a part of the Registration Statement (the “Proxy Statement and Prospectus”), the Acquiring Fund Shares, upon issuance in the manner referred to in the Registration Statement and International Equity Reorganization Agreement or Active International Reorganization Agreement, as applicable, against payment of the consideration therein described, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Proxy Statement and Prospectus constituting a part thereof.
| Very truly yours, |
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| /s/ Dechert LLP |