<PAGE>
[LETTERHEAD OF ROPES & GRAY]
October 27, 2000
BlackRock Funds
345 Park Avenue
New York, New York 10154
Re: Shares of Beneficial Interest Class RR-3 (the"Class")
----------------------------------------------------
Ladies and Gentlemen:
We have acted as special Massachusetts counsel for BlackRock Funds, a
Massachusetts business trust (the "Trust"). You have informed us that you intend
to register under the Securities Act of 1933, as amended (the "Act"), and
offer and sell from time to time your shares of beneficial interest, $.001 par
value, of the Class ("Shares").
In connection with this opinion, we have examined:
(i) A copy of your Declaration of Trust dated as of December 22,
1988, as amended (the "Declaration of Trust").
(ii) A certificate of the Secretary of State of the Commonwealth of
Massachusetts dated May 10, 2000 certifying as to your authority
to exercise in the Commonwealth all of the powers recited in the
Declaration of Trust and to transact business in the
Commonwealth.
(iii) A copy of your Code of Regulations (the "Code of Regulations"),
certified by your Secretary.
(iv) A certificate of your Secretary date October 11, 2000 as to
certain actions of the trustees of the Trust (including their
due adoption of resolutions establishing the Class and
authorizing the issuance of Shares in accordance with your
registration statement under the Act (the "Registration
Statement"), the Declaration of Trust and the Code of
Regulations and applicable law from time to time after the
effective date under the Act of the Post-Effective Amendment to
the Registration Statement that is filed to register the Shares
(the "Post-Effective Amendment")), and certifying, among other
things, that the original Declaration of Trust was executed
within the Commonwealth of Massachusetts and that you have
maintained an office in Massachusetts since your organization.
In our examination, we have assumed the genuineness of all signatures, the
legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to the
<PAGE>
ROPES & GRAY
BlackRock Funds -2- October 27, 2000
original documents of all documents submitted to us as certified or photostatic
copies, and the authenticity of such original documents.
We have made such examination of Massachusetts law as we have deemed
relevant for purposes of this opinion. We express no opinion as to the effect of
laws, rules or regulations of any state or jurisdiction other than the
Commonwealth of Massachusetts.
Based on the foregoing, we are of the opinion that the issue and sale,
after the effective date under the Act of the Post-Effective Amendment, of an
unlimited number of Shares has been duly authorized under Massachusetts law, and
that, upon the original issue and sale after such effective date of any of such
authorized Shares in accordance with the Registration Statement and the
requirements of the Declaration of Trust and the Code of Regulations and
applicable law, and upon receipt by the Trust of the consideration therefor
specified in the Registration Statement as from time to time in effect (which
consideration shall in each case be at least equal to the applicable net asset
value and the par value of the Shares), the Shares so issued will be validly
issued, fully paid and nonassessable by the Trust.
Under Massachusetts law, shareholders of a Massachusetts business trust
could, under certain circumstances, be held personally liable for the
obligations of the trust. However, the Declaration of Trust disclaims
shareholder liability for acts or obligations of the Trust and requires that
notice of such disclaimer be given in every note, bond, contract, order or other
undertaking issued by or on behalf of the Trust or its Trustees, and in the
stationery used by the Trust. The Declaration of Trust provides for
indemnification out of the assets of the Trust belonging to the class(es) of
shares owned by such shareholder (and other classes having the same alphabetical
designation) for all loss and expense of any shareholder held personally liable
solely by reason of his or her being or having been a shareholder. Thus, the
risk of a shareholder's incurring financial loss on account of shareholder
liability is limited to circumstances in which the relevant class of shares
itself (and other classes having the same alphabetical designation) would be
unable to meet its obligations.
We understand that this opinion is to be used in connection with the
registration of an indefinite number of Shares for offering and sale pursuant to
the Act. We consent to the filing of this opinion with and as part of the
Registration Statement (File No. 33-26305).
Very truly yours,
/s/ Ropes & Gray
ROPES & GRAY
