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Exhibit (i)(1)
Law Offices
DRINKER BIDDLE & REATH LLP
One Logan Square
18th & 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. 71 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. 71 (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 n/i numeric investors Micro Cap Fund, the n/i numeric investors
Growth Fund, the n/i numeric investors Mid Cap Fund and the n/i numeric
investors Small Cap Value Fund:
<TABLE>
<CAPTION>
PORTFOLIO CLASS AUTHORIZED SHARES
------------------------------ ------------------------------- -------------------------------
<S> <C> <C>
n/i numeric investors Micro FF 50,000,000
Cap Fund
n/i numeric investors GG 50,000,000
Growth Fund
n/i numeric investors HH 50,000,000
Mid Cap Fund
n/i numeric investors Small MMM 100,000,000
Cap Value Fund
</TABLE>
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.
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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 Prospectus 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. 71 to the Company's Registration Statement.
Very truly yours,
/s/ Drinker Biddle & Reath LLP
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DRINKER BIDDLE & REATH LLP
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