Exhibit (i)(12)

ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM

January 28, 2015

MassMutual Premier Funds

100 Bright Meadow Blvd.

Enfield, CT 06082

Re: New Share Classes of Certain Series of MassMutual Premier Funds

Ladies and Gentlemen:

We are furnishing this opinion in connection with the filing of Post-Effective Amendment No. 65 (the “Amendment”) to the Registration Statement on Form N-1A (the “Registration Statement”) under the Securities Act of 1933, as amended, by MassMutual Premier Funds (the “Trust”) for the registration of an indefinite number of Class I, Class R3, and Class R4 shares of beneficial interest, as applicable (the “Shares”), of the series of the Trust noted below (each a “Fund” and, collectively, the “Funds”):

	Class I	Class R3	Class R4
MassMutual Premier Short-Duration Bond Fund			X
MassMutual Premier Inflation-Protected and Income Fund			X
MassMutual Premier Core Bond Fund			X
MassMutual Premier Diversified Bond Fund		X	X
MassMutual Premier High Yield Fund			X
MassMutual Premier Balanced Fund	X	X	X
MassMutual Barings Dynamic Allocation Fund		X	X
MassMutual Premier Value Fund	X		X
MassMutual Premier Disciplined Value Fund	X		X
MassMutual Premier Main Street Fund	X		X
MassMutual Premier Disciplined Growth Fund	X	X	X
MassMutual Premier Small Cap Opportunities Fund	X	X	X
MassMutual Premier Global Fund	X		X
MassMutual Premier International Equity Fund	X	X	X
MassMutual Premier Focused International Fund			X
MassMutual Premier Strategic Emerging Markets Fund		X	X

We have examined copies of votes of the Trust’s Trustees, the Trust’s Bylaws, and its Amended and Restated Agreement and Declaration of Trust, each as certified to us by an Assistant Secretary of the Trust. We have also examined 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 that the Trust is authorized to issue an unlimited number of Class I, Class R3, and Class R4 Shares of the applicable Funds, and that when such Shares are duly issued and sold, 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

Exhibit (i)(12)

obligations of the Trust. However, the Amended and Restated Agreement and Declaration of Trust 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 by the Trustees or by any officers or officer of the Trust. The Amended and Restated Agreement and Declaration of Trust provides for allocation of the assets and liabilities of the Trust among its portfolio series, and further provides that in the event that any shareholder or former shareholder is held to be personally liable solely by reason of his or her being or having been a shareholder and not because of his or her acts or omissions or for some other reason, the shareholder or former shareholder (or his or her heirs, executors, administrators, or other legal representatives or, in the case of a corporation or other entity, its corporate or other general successor) shall be entitled to be held harmless from and indemnified against all loss and expense arising from such liability, but only out of the assets of the particular series of shares of which he or she is or was a shareholder. Thus, the risk of a shareholder’s incurring financial loss on account of shareholder liability should be limited to circumstances in which the particular series itself would 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 & Gray LLP

Ropes & Gray LLP