ROPES & XXXX
Xxx Xxxxxxxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
(Phone) 000-000-0000
(Fax) 000-000-0000
February 5, 0000
Xxxxx Xxxxxx Institutional Investment Trust
X.X. Xxx 0000
Xxxxxx, XX 00000-0000
Ladies and Gentlemen:
(a) A copy of the Agreement and Declaration of Trust of the Trust,
dated February 16, 2000 (the "Declaration of Trust"),
certified by the Assistant Secretary of the Trust;
(b) Copies of Amendments Xx. 0, Xx. 0, Xx. 0, and No. 4 to the
Declaration of Trust, certified by the Assistant Secretary of
the Trust;
(c) A copy of the Third Amended and Restated By-Laws of the Trust
certified by the Assistant Secretary of the Trust;
(d) A certificate of the Secretary of the Trust dated January 26,
2007 as to, among other things, certain actions of the
Trustees of the Trust; and
(d) Such other certificates, documents, and records as we have
deemed necessary for purposes of this opinion.
In our examination, we have assumed the genuineness of all signatures,
the legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents.
We have made such examination of Massachusetts law as we have deemed
relevant for purposes of this opinion. We express no opinion as to the effect of
laws, rules, and regulations of any state or jurisdiction other than The
Commonwealth of Massachusetts.
You have advised us that the Trust has filed with the Securities and
Exchange Commission a registration statement and amendments thereto (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"1933 Act"), relating to the issuance of shares of beneficial interest of three
new series, including the State Street Institutional Limited Duration Bond Fund,
the State Street Institutional Tax Free Money Market Fund, and the State Street
Institutional Tax Free Limited Duration Bond Fund (collectively, the "Shares").
State Street Institutional Investment Trust -2- February 5, 2007
For purposes of this opinion, we have assumed that all Shares will be
offered and sold on the terms, and that the Trust will receive for the sale of
such Shares the consideration, set forth in the Registration Statement as in
effect at the time of such sale, and that such consideration will be in each
case at least equal to the applicable net asset value per Share. In addition, we
have assumed that any and all conditions established by resolution of the
Trustees to the authorization or issuance of the Shares will have been satisfied
in full prior to, and in respect of, such issuance.
We assume that appropriate action has been taken to register or qualify
the sale of the Shares under any applicable state and federal laws regulating
offerings and sales of securities.
Based upon and subject to the foregoing, we are of the opinion that:
1. The Trust is a legally organized and validly existing voluntary
association with transferable shares of beneficial interest under the laws of
The Commonwealth of Massachusetts and is authorized to issue an unlimited number
of Shares.
2. Shares issued and sold after the date hereof will be validly issued,
fully paid, and nonassessable by the Trust.
The Trust is an entity of the type commonly known as a "Massachusetts
business trust". Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Declaration of Trust, as amended, disclaims shareholder liability
for obligations of the Trust and requires that notice of such disclaimer be
given in every note, bond, contract, instrument, certificate, or undertaking
made or issued on behalf of the Trust by its Trustees or officers. The
Declaration of Trust, as amended, provides for indemnification out of the
property of the series in question for all loss and expense of any shareholder
of that series held personally liable for the obligations of the series solely
by reason of his being or having been a shareholder of the series. Thus, the
risk of a shareholder's incurring financial loss on account of shareholder
liability should be limited to circumstances in which the series in question
would itself be unable to meet its obligations.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ ROPES & XXXX LLP
Ropes & Xxxx LLP
