EX-99.J OTHER OPININ 10 fefopinion02.txt OPINION OF COUNSEL February 27, 2002 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: T. Rowe Price Institutional International Funds, Inc. File Nos.: 033-29697/811-5833 Post-Effective Amendment No. 13 Commissioners: We are counsel to the above-referenced registrant which proposes to file, pursuant to paragraph (b) of Rule 485 (the "Rule"), the above-referenced Post-Effective Amendment (the "Amendment") to its registration statement under the Securities Act of 1933, as amended. Pursuant to paragraph (b)(4) of the Rule, we represent that the Amendment does not contain disclosures which would render it ineligible to become effective pursuant to paragraph (b) of the Rule. Sincerely, /s/Shearman & Sterling Shearman & Sterling