PNC Funds Inc – ‘485APOS’ on 12/5/97 – EX-10

As of:  Friday, 12/5/97   ·   Accession #:  1036050-97-1127   ·   File #s:  33-27491, 811-05782

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Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 485APOS     Form N-1A                                            135    531K 
 2: EX-1.(I)    Form of Articles Supplementary                         5     18K 
 3: EX-5.G      Form of Advisory Agreement                             6     31K 
 4: EX-5.H      Advisory Agreement                                     7     31K 
 5: EX-6.B      Schedule A to Distribution Agreement                   1      9K 
 6: EX-6.C      Form of Schedule A to Distribution Agreement           1      9K 
 7: EX-8.C      Form of Amendment to Custody Agreement                 1     10K 
 8: EX-9.D      Letter Agreement to Transfer Agency                    1     10K 
 9: EX-9.E      Form of Letter of Agreement to Transfer Agency         1     10K 
10: EX-9.G      Amendment to Schedule A of Administration              1     10K 
                          Agreement                                              
11: EX-9.H      Form of Schedule A to Administration Agreement         1      9K 
12: EX-9.J      Schedules A & B to Fund Accounting Agreement Dated     3     14K 
                          7/28/1997                                              
13: EX-9.K      Form of Amendment to Schedules A and B                 4     15K 
14: EX-10       Opinion and Consent of Counsel                         2     13K 
15: EX-11.A     Consent of Independent Accountants                     1      9K 
16: EX-11.B     Consent of Counsel                                     1      9K 
17: EX-13.C     Form of Purchase Agreement                             1     10K 
18: EX-13.D     Form of Purchase Agreement                             1     10K 
19: EX-13.E     Form of Purchase Agreement                             1     10K 
20: EX-13.F     Form of Purchase Agreement                             1     10K 
21: EX-13.G     Form of Purchase Agreement                             1     10K 

EX-10   —   Opinion and Consent of Counsel

EX-10
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                                                                    Exhibit (10)

LAW OFFICES 
Drinker Biddle & Reath LLP
1345 Chestnut Street
Philadelphia, PA 19107-3496 
Telephone: (215) 988-2700 
Fax: (215) 988-2757 

December 5, 1997

M.S.D. & T. Funds, Inc.                                                         
Two Hopkins Plaza                                                               
Baltimore, MD  21201                                                            

Re:  Shares Registered by Post-Effective Amendment No. 20 to          
Registration Statement on Form N-1A (File Nos. 33-27491     
and 811-5782)                                               
-------------------------------------------------------     

Ladies and Gentlemen:                                                           

We have acted as counsel to M.S.D. & T. Funds, Inc. (the "Company"), a
Maryland corporation, in connection with the preparation and filing with the    
Securities and Exchange Commission of Post-Effective Amendment No. 20 (the      
"Amendment") to the Company's Registration Statement on Form N-1A under the     
Securities Act of 1933, as amended (the "1933 Act"), registering shares of      
common stock representing interests in five new series or portfolios of the     
Company. The five new series are the Equity Income Fund, Equity Growth Fund,    
Total Return Bond Fund, National Tax-Exempt Bond Fund and Intermediate Tax-     
Exempt Bond Fund (the "Funds"). The Amendment seeks to register an indefinite   
number of shares of common stock of each Fund (the "Shares").                   

We have reviewed the Company's Certificate of Incorporation, By-Laws, 
resolutions of its Board of Directors and such other legal and factual matters  
as we have deemed appropriate. This opinion is based exclusively on the Maryland
General Corporation Law and the federal law of the United States of America.    

    We assume that, prior to the effectiveness of the Amendment under the 1933
Act, the Company will have filed with the Maryland Department of Assessments and
Taxation all necessary documents (the "Documents") to authorize, classify and   
establish the Shares.                                                           

EX-10
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M.S.D. & T. Funds, Inc.                                                         
December 5, 1997                                                                
Page 2                                                                          

     Based upon and subject to the foregoing, it is our opinion that the Shares,
when issued for payment as described in the Company's prospectus relating to the
Funds and in accordance with the Company's Articles of Incorporation and the    
Documents for not less than $.001 per share, will be legally issued, fully paid 
and non-assessable by the Company.                                              

We hereby consent to the filing of this opinion as an exhibit to Post-
Effective Amendment No. 20 to the Company's Registration Statement.             

Very truly yours,             

/s/Drinker Biddle & Reath LLP 

DRINKER BIDDLE & REATH LLP    

Dates Referenced Herein

				Referenced-On Page
This ‘485APOS’ Filing		Date		First		Last			Other Filings
Filed on:		12/5/97		1		2			None on these Dates
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