EXHIBIT 23(i)


Kirkpatrick & Lockhart LLP                      1800 Massachusetts Avenue, N.W.
                                                Second Floor
                                                Washington, D.C. 20036-1800
                                                202.778.9000
                                                www.kl.com


July 10, 2001


MPAM Funds Trust
c/o The Dreyfus Corporation
200 Park Avenue
New York, New York 10166

Ladies and Gentlemen:

         You have  requested  our  opinion,  as counsel to MPAM Funds Trust (the
"Trust"),  as to certain matters  regarding the issuance of Shares of the Trust.
As used in this  letter,  the term  "Shares"  means the MPAM class and  Investor
class shares of  beneficial  interest of MPAM Large Cap Stock Fund,  MPAM Income
Stock  Fund,  MPAM  Mid  Cap  Stock  Fund,  MPAM  Small  Cap  Stock  Fund,  MPAM
International   Fund,   MPAM  Emerging   Markets  Fund,  MPAM  Bond  Fund,  MPAM
Intermediate  Bond Fund, MPAM Short-Term U.S.  Government  Securities Fund, MPAM
National  Intermediate  Municipal Bond Fund, MPAM National Short-Term  Municipal
Bond Fund, MPAM Pennsylvania Intermediate Municipal Bond Fund, and MPAM Balanced
Fund, each a series of the Trust.

         As such counsel,  we have examined certified or other copies,  believed
by us to be genuine,  of the Trust's  Declaration  of Trust and by-laws and such
resolutions  and minutes of meetings of the Trust's Board of Trustees,  and such
other documents relating to the Trust's formation and operation and the issuance
of the Shares as we have deemed  relevant to our opinion,  as set forth  herein.
Our opinion is limited to the laws and facts in  existence  on the date  hereof,
and it is further  limited to the laws (other than the conflict of law rules) of
the Commonwealth of Massachusetts that in our experience are normally applicable
to the issuance of shares by investment  companies  organized as  unincorporated
voluntary  associations  in that State and to the  Securities Act of 1933 ("1933
Act"),  the  Investment  Company Act of 1940, as amended  ("1940 Act"),  and the
regulations of the Securities and Exchange Commission ("SEC") thereunder.

         Based  on  present  laws  and  facts,  we are of the  opinion  that the
issuance of the Shares has been duly authorized by the Trust and that, when sold
in accordance with the terms  contemplated by Post-Effective  Amendment No. 2 to
the Trust's  Registration  Statement on Form N-1A ("PEA"),  including receipt by
the Trust of full  payment for the Shares and  compliance  with the 1933 Act and
the  1940  Act,  and  applicable  state  laws  regulating  the  distribution  of
securities,   the  Shares  will  have  been  validly  issued,   fully  paid  and
non-assessable.

         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. The
Declaration of Trust states that all persons  extending  credit to,  contracting
with or having any claim  against the Trust or a particular  series of the Trust
shall  look only to the  assets of the  Trust or the  assets of the  appropriate
series of the Trust for  payment  under  such  credit,  contract  or claim;  and
neither the  shareholders  nor the Trustees,  nor any of their  agents,  whether



MPAM FUNDS TRUST
July 10, 2001
Page 2




past, present or future,  shall be personally liable therefor.  It also requires
that every note, bond,  contract or other undertaking  issued by or on behalf of
the Trust or a particular  series of the Trust or the  Trustees  relating to the
Trust shall include a recitation limiting the obligation  represented thereby to
the Trust and its assets or the assets of the  appropriate  series of the Trust.
The  Declaration of Trust further  provides:  (1) for  indemnification  from the
assets of the Trust or the assets of the appropriate series of the Trust for all
loss and expense of any shareholder  held personally  liable for the obligations
of the Trust or any series  solely by virtue of ownership of shares of the Trust
or such series; and (2) upon request,  for the series of the Trust to assume the
defense of any claim  against the  shareholder  for any act or obligation of the
series of the Trust. Thus, the risk of a shareholder incurring financial loss on
account of shareholder  liability is limited to circumstances in which the Trust
or series would be unable to meet its obligations.

         We hereby consent to this opinion accompanying the PEA when it is filed
with the SEC and to the reference to our firm in the PEA.

                                           Very truly yours,

                                           /s/ Kirkpatrick & Lockhart LLP

                                           Kirkpatrick & Lockhart LLP