[LETTERHEAD OF ROPES & GRAY]

October 29, 2004


MassMutual Premier Funds
1295 State Street
Springfield, MA 01111

Ladies and Gentlemen:

We are furnishing this opinion in connection with the Registration Statement on
Form N-1A (the "Registration Statement") filed under the Securities Act of 1933,
as amended, by MassMutual Premier Funds (formerly, The DLB Fund Group) (the
"Trust") for the registration of an indefinite number of its shares of
beneficial interest (the "Shares"). The Shares are proposed to be sold pursuant
to a General Distributor's Contract dated October 29, 2004 (the "Distributor's
Contract") between the Trust and MML Distributors, LLC.

We have acted as counsel for the Trust in connection with the Registration
Statement. We are familiar with the action taken by its Trustees to authorize
this issuance of the Shares. We have examined its records of Trustee and
shareholder action, its Bylaws, and its Agreement and Declaration of Trust, as
amended, on file at the office of the Secretary of State of The Commonwealth of
Massachusetts. We have examined copies of such Registration Statement, in the
form filed with the Securities and Exchange Commission, and such other documents
as we deem necessary for the purpose of this opinion.

We assume that upon sale of the Shares the Trust will receive the net asset
value thereof.

We are of the opinion, with respect to the series listed on Exhibit A hereto
(each a "Fund"), that the Trust is authorized to issue an unlimited number of
Shares of each Fund; and that when the Shares are issued and sold pursuant to
the Distributor's Contract, they 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 Agreement and Declaration of Trust disclaims shareholder liability
for acts or obligations of the Trust and requires that notice of such disclaimer
be given in each agreement, obligation, or instrument entered into or executed
by the Trust or the Trustees. The Agreement and Declaration of Trust provides
for allocation of the assets and liabilities of the Trust among its portfolio
series, and further provides for indemnification out of the property of a
portfolio series for all loss and expense of any shareholder of the portfolio
series held personally liable solely by reason of his being or having been a
shareholder. Thus, the risk of a shareholder's incurring financial loss on
account of



[GRAPHIC APPEARS HERE]

                                     - 2 -                      October 29, 2004

shareholder liability is limited to circumstances in which the portfolio series
itself would be unable to meet its obligations.

We consent to the filing of this opinion as an exhibit to such Registration
Statement.


Very truly yours,

/s/ Ropes & Gray LLP
----------------------
Ropes & Gray LLP



[GRAPHIC APPEARS HERE]

                                     - 3 -                      October 29, 2004

                                    Exhibit A

MassMutual Premier Balanced Fund (formerly, DLB Balanced Fund)

MassMutual Premier Diversified Bond Fund (formerly, DLB Diversified Bond Fund)

MassMutual Premier Short-Duration Bond Fund (formerly, DLB Short-Duration Bond
Fund)

MassMutual Premier Money Market Fund (formerly, DLB Money Market Fund)

MassMutual Premier Inflation-Protected Fund (formerly, DLB Inflation-Protected
Bond Fund)

MassMutual Premier International Equity Fund (formerly, DLB International Equity
Fund)