EXHIBIT (11)
February ___, 2002
First American Investment Funds, Inc.
800 Nicollet Mall
Minneapolis, Minnesota 55402
Re: Shares to be Registered on Registration Statement on Form N-14
Ladies and Gentlemen:
We have acted as counsel to First American Investment Funds, Inc., a
Maryland corporation (the "Company"), in connection with the Company's
authorization and proposed issuance of shares of several classes of the
Company's common stock, par value $0.001 per share, pursuant to an Agreement and
Plan of Reorganization by and between the Company, acting on behalf of the
Acquiring Funds referred to below, and the Company, acting on behalf of the
Acquired Funds referred to below, the form of which is included in the Company's
Registration Statement on Form N-14 which is being filed by the Company with the
Securities and Exchange Commission contemporaneously herewith. Such Agreement
and Plan of Reorganization, in the form so filed, is referred to herein as the
"Agreement", and such Registration Statement on Form N-14, in the form so filed,
is referred to herein as the "Registration Statement".
The shares of the Company to be issued pursuant to the Agreement will
be issued by several separate portfolios of the Company (each, an "Acquiring
Fund") in exchange for substantially all of the assets of several other separate
portfolios of the Company (each, an "Acquired Fund"). The respective Acquired
Funds, Acquiring Funds, and classes of shares of the Company to be issued by
such Acquiring Funds pursuant to the Agreement, as such classes of shares are
designated in the Company's amended and restated articles of incorporation, are
as follows:
Class of
Company
Shares to
Acquired Fund Acquiring Fund be issued
------------- -------------- ---------
Capital Growth Fund Large Cap Growth Fund Class S
Relative Value Fund Large Cap Value Fund Class D
Growth & Income Fund Equity Income Fund Class T
Science & Technology Fund Technology Fund Class P
First American Investment Funds, Inc.
February __, 2002
Page 2
The classes of shares of the Company set forth above which are to be issued
pursuant to the Agreement, including the series within such classes as provided
for in the Agreement, are referred to herein as the "Shares".
In rendering the opinions hereinafter expressed, we have reviewed the
corporate proceedings taken by the Company in connection with the authorization
and issuance of the Shares, and we have reviewed such questions of law and
examined certificates of public officials and such other documents as we have
deemed necessary as a basis for such opinions. As to the various matters of fact
material to such opinions, we have, when such facts were not independently
established, relied to the extent we deem proper on certificates of public
officials and of responsible officers of the Company. In connection with such
review and examination, we have assumed that all copies of documents provided to
us conform to the originals; that all signatures are genuine; that the Agreement
will have been duly and validly executed and delivered on behalf of the Company
prior to the issuance of the Shares; and that the numbers of Shares of each
class and series issued pursuant to the Agreement will not exceed the numbers
authorized in the Company's amended and restated articles of incorporation.
Based on the foregoing, it is our opinion that:
1. The Company is validly existing as a corporation in good standing
under the laws of the State of Maryland.
2. The Shares, when issued and delivered by the Company pursuant to,
and upon satisfaction of the conditions contained in, the Agreement, will be
legally issued, fully paid and non-assessable.
In rendering the foregoing opinions, we express no opinion as to the
laws of any jurisdiction other than the State of Maryland. The foregoing
opinions are not to be relied upon by any person other than the Company without
our prior written authorization.
We hereby consent to the filing of this opinion as Exhibit (11) to the
Registration Statement.
Very truly yours,
JDA/cmq