Drinker Biddle & Reath LLP
                                One Logan Square
                             18th and Cherry Streets
                           Philadelphia, PA 19103-6996
                                  215-988-2700
                               215-988-2757 (Fax)
                                   www.dbr.com

December 14, 2006

The RBB Fund, Inc.
Bellevue Park Corporate Center
400 Bellevue Parkway
Wilmington, Delaware  19809

Re:    Shares Registered by Post-Effective Amendment No. 108 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. 108 (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 100 million of shares of Class YYY common stock,
$0.001 par value par share (collectively, the "Shares"), representing interests
in the Company's Bear Stearns CUFS MLP Mortgage Portfolio. The Amendment seeks
to register an indefinite number of the Shares.

       We have reviewed the Company's Articles of Incorporation, By-Laws,
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 Prospectus
offering the Shares and in accordance with the Company's Articles of
Incorporation for not less than $0.001 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 the
Amendment to the Company's Registration Statement.

                                         Very truly yours,

                                         /s/ Drinker Biddle & Reath LLP
                                         ------------------------------
                                         DRINKER BIDDLE & REATH LLP