1701 Market Street                                                 MORGAN, LEWIS
Philadelphia, PA, 19103-2921                                       & BOCKIUS LLP
215-963-5000                                     C O U N S E L O R S  A T  L A W
Fax: 215-963-5299




September 21, 2001

Board of Trustees
TIP Funds
c/o Turner Investment Partners, Inc.
1235 Westlakes Drive, Suite 350
Berwyn, Pennsylvania

Re:      Plan of Reorganization, dated as of September 13, 2001 (the "Plan"), of
         TIP Funds Inc., a Massachusetts business trust, to provide for the
         reorganization of its Turner Wireless & Communications Fund (the
         "Target Fund") into its Turner New Enterprise Fund (formerly the B2B
         E-Commerce Fund) (the "Acquiring Fund")

Ladies and Gentlemen:

     You have requested our opinion as to certain federal income tax
consequences of the reorganization of the Target Fund which will consist of (i)
the transfer of all of the assets of the Target Fund to the Acquiring Fund, in
exchange solely for shares of the Acquiring Fund (collectively, the "Acquiring
Fund Shares"), (ii) the assumption by the Acquiring Fund of all liabilities of
the Target Fund, and (iii) the distribution of the Acquiring Fund Shares to the
shareholders of the Target Fund in complete liquidation of the Target Fund, all
upon the terms and conditions set forth in the Plan (the "Reorganization").

     In rendering our opinion, we have reviewed and relied upon (a) the Plan,
(b) the proxy materials provided to shareholders of the Target Fund in
connection with the Special Meeting of Shareholders of the Target Fund held on
September 13, 2001, (c) certain representations concerning the Reorganization
made to us by the Acquiring Fund and the Target Fund in a letter dated September
21, 2001(the "Representation Letter"), (d) all other documents, financial and
other reports and corporate minutes which we deemed relevant or appropriate, and
(e) such statutes, regulations, rulings and decisions as we deemed material to
the rendition of this opinion. All terms used in this letter, unless otherwise
defined, are used as defined in the Plan.

     For purposes of this opinion, we have assumed that the Target Fund and the
Acquiring Fund at the Effective Time of the Reorganization each satisfy, and
following the Reorganization, the Acquiring Fund will continue to satisfy, the
requirements of subchapter M of the Internal Revenue Code of 1986, as amended
(the



"Code"), for qualification as a regulated investment company ("RIC").

     Under regulations to be prescribed by the Secretary of Treasury under
Section 1276(d) of the Code, certain transfers of market discount bonds will be
excepted from the requirement that accrued market discount be recognized on
disposition of a market discount bond under Section 1276(a) of the Code. Such
regulations are to provide, in part, that accrued market discount will not be
included in income if no gain is recognized under Section 361(a) of the Code
where a bond is transferred in an exchange qualifying as a tax-free
reorganization. As of the date hereof, the Secretary has not issued any
regulations under Section 1276 of the Code.

     Based on the foregoing and provided the Reorganization is carried out in
accordance with the laws of the Commonwealth of Massachusetts, the Plan, and the
Representation Letter, it is our opinion that:

     1. The Reorganization will constitute a tax-free reorganization within the
meaning of Section 368(a) of the Code, and the Target Fund and the Acquiring
Fund will each be a "party to the reorganization" within the meaning of Section
368(b) of the Code.

     2. No gain or loss will be recognized by the Acquiring Fund upon the
receipt of the assets of the Target Fund solely in exchange for Acquiring Fund
Shares and the assumption by the Acquiring Fund of all of the liabilities of the
Target Fund pursuant to Section 1032(a) of the Code.

     3. No gain or loss will be recognized by the Target Fund upon the transfer
of all of its assets to the Acquiring Fund solely in exchange for Acquiring Fund
Shares and the assumption by the Acquiring Fund of all of the liabilities of the
Target Fund or upon the distribution of Acquiring Fund Shares to shareholders of
the Target Fund pursuant to Sections 361(a) and (c) and 357(a) of the Code. We
express no opinion as to whether any accrued market discount will be required to
be recognized as ordinary income pursuant to Section 1276 of the Code.

     4. No gain or loss will be recognized by the shareholders of the Target
Fund upon the exchange of their shares of the Target Fund for Acquiring Fund
Shares (including fractional shares to which they may be entitled) pursuant to
Section 354(a) of the Code.

     5. The aggregate tax basis of Acquiring Fund Shares received by each
shareholder of the Target Fund (including fractional shares to which they may be
entitled) will be the same as the aggregate tax basis of the Target Fund Shares
exchanged therefor pursuant to Section 358(a)(1) of the Code.

     6. The holding period of the Acquiring Fund Shares received by the
shareholders of the Target Fund (including fractional shares to which they may
be entitled) will include the holding period of the Target Fund Shares
surrendered in exchange therefor, provided that the Target Fund Shares were held
as a capital asset at the Effective Time of the Reorganization, pursuant to
Section 1223(1) of the Code.




     7. The tax basis of the assets of the Target Fund received by the Acquiring
Fund will be the same as the tax basis of such assets to the Target Fund
immediately prior to the exchange pursuant to Section 362(b) of the Code.

     8. The holding period of the assets of the Target Fund received by the
Acquiring Fund will include the period during which such assets were held by the
Target Fund pursuant to Section 1223(2) of the Code.

     9. The Acquiring Fund will succeed to and take into account as of the date
of the transfer (as defined in Section 1.381(b)-1(b) of the Income Tax
Regulations) the items of the Target Fund described in Section 381(c) of the
Code, subject to the conditions and limitations specified in Sections 381(b) and
(c), 382, 383 and 384 of the Code.

     This opinion letter expresses our views only as to U.S. federal income tax
laws in effect as of the date hereof. It represents our best legal judgment as
to the matters addressed herein, but is not binding on the Internal Revenue
Service or the courts. Accordingly, no assurance can be given that the opinions
and analysis expressed herein, if contested, would be sustained by a court. Our
opinion is based upon the Code, the applicable Treasury Regulations promulgated
thereunder, the present position of the Internal Revenue Service as set forth in
published revenue rulings and revenue procedures, present administrative
positions of the Internal Revenue Service, and existing judicial decisions, all
of which are subject to change either prospectively or retroactively. We do not
undertake to make any continuing analysis of the facts or relevant law following
the date of this letter.

     Our opinion is conditioned upon the performance by the Acquiring Fund and
the Target Fund of their undertakings in the Plan and the Representation Letter.

     This opinion is being rendered to the Acquiring Fund and the Target Fund
and may be relied upon only by the Funds and their Board of Trustees and
shareholders.



Very truly yours,


/s/ Morgan, Lewis & Bockius LLP