EXHIBIT 99.i-3


                              DORSEY & WHITNEY LLP


Wasatch Funds, Inc.
150 Social Hall Avenue
4th Floor
Salt Lake City, Utah 84111


Dear Sir/Madam:

     Reference is made to the Registration Statement on Form N-1A (file No.
33-10451) which you will file with the Securities and Exchange Commission
pursuant to the Securities Act of 1933 for the purpose of the registration for
sale by the Wasatch International Opportunities Fund (Series K) which is one of
the eleven series of Wasatch Funds, Inc. (the "Fund") of an indefinite number of
shares of the Fund's Common Stock, par value $.01 per share.

     We are familiar with the proceedings to date with respect to the proposed
sale by the Fund, and have examined such records, documents and matters of law
and have satisfied ourselves as to such matters of fact as we consider relevant
for the purposes of this opinion. We have assumed, with your concurrence, that
no Series has issued or will issue shares in excess of the number authorized in
the Fund's Articles of Incorporation or in the Certificates of Designation
filed on behalf of the Fund.

     We are of the opinion that:

     (a)  the Fund is a legally organized corporation under Minnesota law; and

     (b)  the shares of Common Stock to be sold by the eleven separate Series of
          the Fund (including the Wasatch International Opportunities Fund) will
          be legally issued, fully paid and nonassessable when issued and sold
          upon the terms and in the manner set forth in said Registration
          Statement of the Fund.

     We consent to the reference to this firm under the caption "Additional
Service Providers" in the Prospectus, under the caption "Investment Advisory
and Other Services -- Legal Counsel to Wasatch Funds" in the Statement of
Additional Information, and to the use of this opinion as an exhibit to the
Registration Statement.


Dated: October 12, 2004

                                             Very truly yours,

                                             /s/ Dorsey & Whitney LLP

                                             Dorsey & Whitney LLP


MJR