Sit Mutual Funds Inc – ‘485BPOS’ on 11/3/97 – EX-10

As of:  Monday, 11/3/97   ·   Effective:  11/3/97   ·   Accession #:  897101-97-1119   ·   File #s:  33-42101, 811-06373

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Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 485BPOS     Post-Effective Amendment                              48    210K 
 2: EX-2        Amended Bylaws                                        16     54K 
 3: EX-4        Share Certificate                                      4     10K 
 4: EX-5        Investment Management Agreement                        4     21K 
 5: EX-6        Underwritiing and Distribution Agreement               4     17K 
 6: EX-8.1      Custodian Agreement                                   25     87K 
 7: EX-8.2      Transfer Agency & Services Agreement                  19     70K 
 8: EX-8.3      Accounting Services Agreement                         11     46K 
 9: EX-10       Opinion and Consent                                    2     11K 
10: EX-13       Investment Intent                                      2      7K 

EX-10   —   Opinion and Consent

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EXHIBIT 10

 Opinion and Consent of Dorsey & Whitney

DORSEY & WHITNEY LLP
PILLSBURY CENTER SOUTH
220 SOUTH SIXTH STREET
MINNEAPOLIS, MINNESOTA 55402

October 14, 1997

Sit Mutual Funds, Inc.                                                          
4600 Norwest Center                                                             
Minneapolis, Minnesota 55402                                                    

Ladies and Gentlemen:                                                           

         We have acted as counsel to Sit Mutual Funds, Inc., a
Minnesota corporation (the "Company"), in rendering the opinions hereinafter set
forth with respect to the authorization of the Company's Series E Common Shares 
(which represent interests in a series named Sit Science and Technology Growth  
Fund) and Series F Common Shares (which represents interests in a series named  
Sit Regional Growth Fund). The shares of the Company referred to above are      
referred to herein collectively as the "Shares."                                

                We understand that the Shares are being registered under the
Securities Act of 1933, as amended, and the Investment Company Act of 1940, as  
amended, pursuant to the Company's Registration Statement on Form N-1A relating 
to such shares (the "Registration Statement"). 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 copies of such corporate       
records of the Company, certificates of public officials and of responsible     
officers of the Company, and 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 and
that all signatures are genuine.                                                

                 In addition, in rendering the opinions hereinafter expressed,
we have assumed, with the concurrence of the Company, that all of the Shares    
will                                                                            

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be issued and sold upon the terms and in the manner set forth in the            
Registration Statement; that the Company will not issue Shares in excess of the 
numbers authorized in the Company's Articles of Incorporation (and Certificates 
of Designation) as in effect at the respective dates of issuance; and that the  
Company will maintain its corporate existence and good standing under the laws  
of the State of Minnesota in effect at all times after the date of this opinion.

   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 Minnesota.                              

             2. The Shares issued from and after the date hereof, when
issued and delivered by the Company as described in the Registration Statement, 
will be legally issued and fully paid and non-assessable; and the issuance of   
such Shares is not subject to preemptive rights.                                

                 In rendering the foregoing opinions, we express no opinion as
to the laws of any jurisdiction other than the State of Minnesota. We hereby    
consent to the filing of this opinion letter as an exhibit to the Registration  
Statement.                                                                      

                                         Very truly yours,

                                                 /s/ Dorsey & Whitney, LLP
                                             Dorsey & Whitney, LLP

Dates Referenced Herein

				Referenced-On Page
This ‘485BPOS’ Filing		Date		First		Last			Other Filings
		11/5/97							None on these Dates
Filed on / Effective on:		11/3/97
		10/14/97		1
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