EX-99.B(I)(1) 4 a17-1238_1ex99dbi1.htm EX-99.B(I)(1)

Exhibit (i)(1)

 

Drinker Biddle & Reath LLP

One Logan Square

Suite 2000

Philadelphia, PA 19103-6996

(215) 988-2700 (Phone)

(215) 988-2757 (Facsimile)

www.drinkerbiddle.com

 

February 28, 2017

 

The RBB Fund, Inc.

Bellevue Park Corporate Center

103 Bellevue Parkway

Wilmington, Delaware 19809

 

Re:

Shares Registered by Post-Effective Amendment No. 212 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. 212 (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, $0.001 par value per share (collectively, the “Shares”), with respect to the Company’s Motley Fool Independence Fund, Motley Fool Great America Fund, and Motley Fool Emerging Markets Fund:

 

PORTFOLIO

 

CLASS

 

AUTHORIZED
 SHARES

Motley Fool Independence Fund

 

EEEEEE
FFFFFF

 

100 million
100 million

Motley Fool Great America Fund

 

GGGGGG
HHHHHH

 

100 million
100 million

Motley Fool Emerging Markets Fund

 

IIIIII
JJJJJJ

 

100 million
100 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 $0.001 per share, will be legally issued, fully paid and non-assessable by the Company.

 

We 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

 

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