EX-99.I 3 c22695-ex99_i.txt OPINION AND CONSENT OF CHARLES H. STAMM, ESQ. EXHIBIT (i) TEACHERS INSURANCE AND ANNUITY ASSOCIATION CHARLES H. STAMM COLLEGE RETIREMENT EQUITIES FUND EXECUTIVE VICE PRESIDENT AND 730 Third Avenue/New York, NY 10017-3206 GENERAL COUNSEL 212 490-9000 (212) 916-4700 January 29, 2002 The Board of Trustees TIAA-CREF Institutional Mutual Funds 730 Third Avenue New York, New York 10017-3206 Ladies and Gentlemen: This opinion is furnished in connection with the filing of post-effective amendment No. 3 to the Registration Statement (File Nos. 333-76651 and 811-09301) on Form N-1A for the TIAA-CREF Institutional Mutual Funds. The Registration Statement covers an indefinite amount of securities in the form of shares of beneficial interest in the TIAA-CREF Institutional Mutual Funds (the "Shares"). I have examined the Declaration of Trust and other corporate records of the TIAA-CREF Institutional Mutual Funds, and the relevant statutes and regulations of the State of Delaware. On the basis of such examination, it is my opinion that: 1. The TIAA-CREF Institutional Mutual Funds is a business trust duly organized and validly existing under the laws of the State of Delaware. 2. The Shares have been duly authorized and, when issued as contemplated by the Registration Statement, will be validly issued, fully-paid and non-assessable. I hereby consent to the use of this opinion as an exhibit to the Registration Statement, and to the reference to my name under the heading "Legal Matters" in the Statement of Additional Information. Sincerely, /s/ Charles H. Stamm Charles H. Stamm Executive Vice President and General Counsel