We have acted as special Massachusetts counsel to BlackRock Funds^SM (the "Trust") on behalf of its series, BlackRock High Equity Income Fund (the “Fund”), in connection with the Trust's Post-Effective Amendment to its Registration Statement on Form N-1A to be filed with the Securities and Exchange Commission on or about April 21, 2020 (as proposed to be amended, the "Registration Statement"), with respect to the Fund’s Class K Shares of beneficial interest, par value $0.001 per share (the "Shares").

In connection with the furnishing of this opinion, we have examined the following documents:

(a)a certificate of the Secretary of the Commonwealth of Massachusetts as to the existence of the Trust;

(b)a copy, as filed with the Secretary of the Commonwealth of Massachusetts on December 22, 1988, of the Trust’s Declaration of Trust dated December 22, 1988, as amended through Amendment No. 4 thereof effective as of January 31, 1998 (the "Declaration");

(c)a copy, as filed with the Secretary of the Commonwealth of Massachusetts on April 17, 2020, of the Trust’s Amended and Restated Certificate of Classification of Shares designating the shares with the designation II-18, representing interests in the Class K Shares of the Fund (the "Designation");

(d)a certificate executed by the Secretary of the Trust, certifying as to the Trust's Declaration, Designation, Amended and Restated Code of Regulations effective as of November 29, 2018 (the “Code of Regulations”), and the resolutions adopted by the Trustees of the Trust at a meeting held on February 12, 2020 (the "Resolutions"); and

(e)a draft received on April 14, 2020 of the Registration Statement.

In such examination, we have assumed the genuineness of all signatures, the conformity to the originals of all of the documents reviewed by us as copies, the

This opinion is based entirely on our review of the documents listed above and such investigation of law as we have deemed necessary or appropriate. We have made no other review or investigation of any kind whatsoever, and we have assumed, without independent inquiry, the accuracy of the information set forth in such documents.

As to any opinion below relating to the existence of the Trust under the laws of the Commonwealth of Massachusetts, our opinion relies entirely upon and is limited by the certificate of public officials referred to in subparagraph (a) above.

This opinion is limited solely to the internal substantive laws of the Commonwealth of Massachusetts, as applied by courts located in Massachusetts (other than Massachusetts securities laws, as to which we express no opinion), to the extent that the same may apply to or govern the transactions referred to herein. No opinion is given herein as to the choice of law, which any tribunal may apply to such transaction. In addition, to the extent that the Trust’s Declaration, Designation or Code of Regulations refer to, incorporate or require compliance with the Investment Company Act of 1940, as amended, or any other law or regulation applicable to the Trust, except for the internal substantive laws of the Commonwealth of Massachusetts, as aforesaid, we have assumed compliance by the Trust with such Act and such other laws and regulations.

We understand that all of the foregoing assumptions and limitations are acceptable to you.

Based upon and subject to the foregoing, please be advised that it is our opinion that:

1.The Trust is existing under the Trust's Declaration and the laws of the Commonwealth of Massachusetts as a voluntary association with transferable shares of beneficial interest commonly referred to as a "Massachusetts business trust."

2.The Shares, when issued and sold in accordance with the Resolutions and for the consideration described in the Registration Statement, will be validly

This opinion is given as of the date hereof and we assume no obligation to update this opinion to reflect any changes in law or any other facts or circumstances which may hereafter come to our attention. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In rendering this opinion and giving this consent, we do not concede that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.