EX-99.I 2 g20936_exi1.txt (I)(1) OPINION OF DRINKER BIDDLE & REATH LLP Exhibit (i)(1) Drinker Biddle & Reath LLP One Logan Square 18th & Cherry Streets Philadelphia, PA 19103-6996 Telephone: (215) 988-2700 Facsimile: (215) 988-2757 December 29, 2005 The RBB Fund, Inc. Bellevue Park Corporate Center 400 Bellevue Parkway Wilmington, Delaware 19809 Re: SHARES REGISTERED BY POST-EFFECTIVE AMENDMENT NO. 102 TO REGISTRATION STATEMENT ON FORM N-1A (FILE NO. 33-20827) 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. 102 (the "Amendment") to the Company's Registration Statement on Form N-1A under the Securities Act of 1933, as amended. 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, Robeco Boston Partners Large Cap Value, Robeco Boston Partners Mid Cap Value, Robeco Boston Partners Long/Short Equity, Robeco Boston Partners All-Cap Value, Robeco Boston Partners Small Cap Value Fund II, Robeco WPG Core Bond, Robeco WPG Tudor, Robeco WPG Large Cap Growth, Bogle Small Cap Growth, Schneider Small Cap Value, Schneider Value and Senbanc Portfolios:
PORTFOLIO CLASS AUTHORIZED SHARES Money Market L 1500 million I 1500 million Robeco Boston Partners Large Cap Value QQ 100 million RR 100 million Robeco Boston Partners Mid Cap Value UU 100 million TT 100 million
The RBB Fund, Inc. December 29, 2005 Page 2
PORTFOLIO CLASS AUTHORIZED SHARES Robeco Boston Partners Long/Short Equity III 100 million JJJ 100 million Robeco Boston Partners All-Cap Value VV 100 million WW 100 million Robeco Boston Partners Small Cap Value II DDD 100 million EEE 100 million Robeco WPG Core Bond SSS 100 million TTT 50 million XXX 100 million Robeco WPG Tudor UUU 50 million Robeco WPG Large Cap Growth VVV 50 million Bogle Small Cap Growth NNN 100 million OOO 100 million Schneider Small Cap Value YY 100 million Schneider Value PPP 100 million Senbanc WWW 50 million
The Amendment seeks to register an indefinite number of the Shares. We have reviewed the Company's Articles 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. 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 for not less than $ .0001 per share, will be legally issued, fully paid and non-assessable by the Company. The RBB Fund, Inc. December 29, 2005 Page 3 We hereby consent to the filing of this opinion as an exhibit to the Amendment to the Company's Registration Statement. Very truly yours, /s/ Drinker Biddle & Reath LLP ------------------------------ Drinker Biddle & Reath LLP