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– Release Delayed ·Document/Exhibit Description Pages Size 1: 485BPOS Post-Effective Amendment HTML 5.94M 12: COVER ¶ Comment-Response or Cover Letter to the SEC HTML 8K 11: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 10K 2: EX-99.(A)(53) Miscellaneous Exhibit HTML 121K 3: EX-99.(A)(54) Miscellaneous Exhibit HTML 65K 4: EX-99.(I)(33) Miscellaneous Exhibit HTML 15K 5: EX-99.(I)(34) Miscellaneous Exhibit HTML 34K 6: EX-99.(I)(39) Miscellaneous Exhibit HTML 8K 7: EX-99.(J) Miscellaneous Exhibit HTML 10K 8: EX-99.(M)(2) Miscellaneous Exhibit HTML 30K 9: EX-99.(M)(3) Miscellaneous Exhibit HTML 31K 10: EX-99.(O) Miscellaneous Exhibit HTML 34K
Exhibit 99.(i)(33)
1095 Avenue of the Americas | |
+1 212 698 3500 Main | |
+1 212 698 3599 Fax | |
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Morgan Stanley Institutional Fund, Inc.
522 Fifth Avenue
Re: |
Opinion of Counsel regarding Post-Effective Amendment No. 104 to the |
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Registration Statement filed on Form N-1A under the Securities Act of 1933 |
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Dear Ladies and Gentlemen:
We have acted as counsel to Morgan Stanley Institutional Fund, Inc., a Maryland corporation (the “Fund”), in connection with the above-referenced Registration Statement (as amended, the “Registration Statement”), which relates to the Class H and Class L shares of common stock of the Active International Allocation Portfolio, Emerging Markets Portfolio, Focus Growth Portfolio, Global Franchise Portfolio, Growth Portfolio, International Equity Portfolio, International Real Estate Portfolio and International Small Cap Portfolio (the “Portfolios”), $0.001 par value (collectively, the “Shares”). This opinion is being delivered to you in connection with the Fund’s filing of Post-Effective Amendment No. 104 to the Registration Statement (the “Amendment”) to be filed with the Securities and Exchange Commission pursuant to Rule 485(b) under the Securities Act of 1933, as amended (the “1933 Act”), and Amendment No. 105 pursuant to the Investment Company Act of 1940, as amended. With your permission, all assumptions and statements of reliance herein have been made without any independent investigation or verification on our part except to the extent otherwise expressly stated, and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon. We have reviewed the Fund’s Articles of Incorporation, as amended, and such other documents and matters as we have deemed necessary to enable us to render this opinion.
Based upon, and subject to, the foregoing, we are of the opinion that:
1. The Fund is duly incorporated and validly existing as a corporation in good standing under the laws of the State of Maryland.
2. 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 against payment of the consideration therein described, such Shares will be validly issued, fully paid and non-assessable.
As to matters of Maryland law contained in the foregoing opinions, we have relied upon the opinion of Ballard Spahr LLP, dated April 27, 2012.
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This ‘485BPOS’ Filing | Date | Other Filings | ||
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Effective on: | 4/30/12 | 497J | ||
Filed on: | 4/27/12 | 497K, CORRESP | ||
List all Filings |