EX-99.I1 4 dex99i1.htm OPINION AND CONSENT OF COUNSEL Opinion and Consent of Counsel

Exhibit (i)(1)

Drinker Biddle & Reath LLP

One Logan Square

18th and Cherry Streets

Philadelphia, PA 19103

(215) 988-2700 (Phone)

(215) 988-2757 (Facsimile)

www.drinkerbiddle.com

September 4, 2007

The RBB Fund, Inc.

Bellevue Park Corporate Center

400 Bellevue Parkway

Wilmington, Delaware 19809

 

  Re: Shares Registered by Post-Effective Amendment No. 116 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. 116 (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 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 II, Robeco WPG Core Bond, Robeco WPG Small Cap Value and Robeco WPG 130/30 Large Cap Core (formerly Robeco WPG Large Cap Growth) Portfolios:

 

PORTFOLIO

   CLASS    AUTHORIZED SHARES

Robeco Boston Partners Large Cap Value

   QQ

RR

   100 million

100 million

Robeco Boston Partners Mid Cap Value

   UU

TT

   100 million

100 million

Robeco Boston Partners Long/Short Equity

   III

JJJ

   100 million

100 million


PORTFOLIO

   CLASS    AUTHORIZED SHARES

Robeco Boston Partners All-Cap Value

   VV

WW

   100 million

100 million

Robeco Boston Partners Small Cap Value II

   DDD

EEE

   100 million

100 million

Robeco WPG Core Bond

   SSS

TTT
XXX

   100 million

50 million
100 million

Robeco WPG Small Cap Value

   UUU    50 million

Robeco WPG 130/30 Large Cap Core (formerly Robeco WPG Large Cap Growth)

   VVV

EEEE

   50 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 $ .0001 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. We hereby certify that Post-Effective Amendment No. 116 does not contain disclosure that would render it ineligible to become effective immediately upon filing pursuant to Rule 485(b) under the Securities Act of 1933.

 

Very truly yours,
/s/ Drinker Biddle & Reath LLP
Drinker Biddle & Reath LLP