Law Offices
DRINKER BIDDLE & REATH LLP
One Logan Square
18th and Cherry Streets
Philadelphia, PA 19103-6996
Telephone: (215) 988-2700
Fax: (215) 988-2757
December 29, 2000
The RBB Fund, Inc.
Bellevue Park Corporate Center
400 Bellevue Parkway, Suite 100
Wilmington, Delaware 19809
RE: SHARES REGISTERED BY POST-EFFECTIVE AMENDMENT NO. 72
TO REGISTRATION STATEMENT ON FORM N-1A (FILE NO. 33-20827)
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Ladies and Gentlemen:
We have acted as counsel to The RBB Fund, Inc. (the "Company")
in connection with the preparation and filing with the Securities and Exchange
Commission of Post-Effective Amendment No. 72 (the "Amendment") to the Company's
Registration Statement on Form N-1A under the Securities Act of 1933, as amended
(the "1933 Act"). The Board of Directors of the Company has authorized the
issuance and sale by the Company of the following classes and numbers of shares
of common stock, $.001 par value per share (collectively, the "Shares"), with
respect to the Company's Money Market, Municipal Money Market, Government
Obligations Money Market, New York Municipal Money Market, Boston Partners Large
Cap Value, Boston Partners Mid Cap Value, Boston Partners Bond, Boston Partners
Small Cap Value Fund II, Boston Partners Long/Short Equity (formerly Boston
Partners Market Neutral), Boston Partners, Schneider Small Cap Value and Bogle
Small Cap Growth Portfolios:
PORTFOLIO CLASS AUTHORIZED SHARES
--------- ----- -----------------
Money Market Class L 1.5 billion
Class G 500 million
Class Select 700 million
Class I 1.5 billion
Class Principal Money 700 million
Class Delta 1 1 million
Municipal Money Market Class M 500 million
Class H 500 million
Class J 500 million
Class Delta 2 1 million
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The RBB Fund, Inc.
December 29, 2000
Page 2
PORTFOLIO CLASS AUTHORIZED SHARES
--------- ----- -----------------
Gov't Obligations Money Class N 500 million
Class K 500 million
Class Delta 3 1 million
New York Municipal Money Class Delta 4 1 million
Boston Partners Large Cap Class QQ 100 million
Class RR 100 million
Boston Partners Mid Cap Class UU 100 million
Class TT 100 million
Boston Partners Long/Short Equity Class III 100 million
Class JJJ 100 million
Boston Partners Class KKK 100 million
Class LLL 100 million
Boston Partners Bond Class VV 100 million
Class WW 100 million
Boston Partners Small Cap Value II Class DDD 100 million
Class EEE 100 million
Schneider Small Cap Value Class YY 100 million
Bogle Small Cap Growth Class NNN 100 million
Class OOO 100 million
The Amendment seeks to register an indefinite number of the Shares.
We have reviewed the Company's Certificate of Incorporation,
ByLaws, resolutions of its Board of Directors, and such other legal and factual
matters as we have deemed appropriate. This opinion is based exclusively on the
Maryland General Corporation Law and the federal law of the United States of
America.
We assume that, prior to the effectiveness of the Amendment
under the 1933 Act, the Company will have filed with the Maryland Department of
Assessments and Taxation all necessary documents (the "Documents") to authorize,
classify and establish the Shares.
Based upon and subject to the foregoing, it is our opinion
that the Shares, when issued for payment as described in the Company's
Prospectuses offering the Shares and in accordance with the Company's Articles
of Incorporation and the Documents for not less than $.001 per share, will be
legally issued, fully paid and non-assessable by the Company.
We hereby consent to the filing of this opinion as an exhibit
to Post-Effective Amendment No. 72 to the Company's Registration Statement.
Very truly yours,
/S/DRINKER BIDDLE & REATH LLP
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DRINKER BIDDLE & REATH LLP
