8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

February 12, 2010 (February 12, 2010)

BLACKROCK, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-33099	32-0174431
(State or other jurisdiction of incorporation)		(Commission File Number)	(IRS Employer Identification No.)
	40 East 52nd Street, New York, New York		10022
	(Address of principal executive offices)		(Zip Code)
	Registrant’s telephone number, including area code:		(212) 810-5300
N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

£ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

£ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

£ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

£ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01  Other Events

Pursuant to registration rights agreements entered in to with BlackRock, Inc. (the "Company"), Kuwait Investment Authority and Government of Singapore Investment Corporation Pte. Ltd. are registering up to 7,823,613 shares of common stock, $0.01 par value, 2,860,188 of which are issuable upon conversion of Series B Non-Voting Participating Preferred Stock, par value $0.01 per share, under the Company’s registration statement on Form S-3 (File No. 333-145976) (the "Registration Statement"), as supplemented by the prospectus supplement filed February 12, 2010 with the Securities and Exchange Commission.

Attached hereto, and incorporated by reference to the Registration Statement as Exhibit 5.2 is the opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to the legality of the Shares.

Item 9.01 Financial Statements and Exhibits

(d)         Exhibits

5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:   February 12, 2010	BlackRock, Inc. (Registrant)
	By:	/s/ Daniel R. Waltcher
		Daniel R. Waltcher Managing Director and Deputy General Counsel

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EXHIBIT INDEX

5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP

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EX-5.1

Exhibit 5.1

February 12, 2010

BlackRock, Inc.

40 East 52nd Street

New York, NY 10022

Re:	BlackRock, Inc.
	Registering Stockholder Prospectus Supplement

Ladies and Gentlemen:

We have acted as special counsel to BlackRock, Inc., a Delaware corporation (the “Company”), in connection with the public offering by certain selling stockholders of the Company (the “Selling Stockholders”) of (i) 4,963,425 shares (“Selling Stockholder Common Stock”) of common stock, par value $.01 per share, of the Company (“Common Stock”) and (ii) 2,860,188 shares of Common Stock issuable upon conversion of Series B Convertible Participating Preferred Stock, par value $.01 per share (the “Preferred Stock”), of the Company (the “Conversion Shares” and together with the Selling Stockholder Common Stock, the “Secondary Shares”.)

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933 (the “Securities Act”).

In rendering the opinions set forth herein we have examined and relied on originals or copies, certified or otherwise identified to our satisfaction, of the following:

a)	the automatic shelf registration statement on Form S-3 of the Company, registration No. 333- 145976, relating to the Secondary Shares and other securities of the Company filed with the Securities and Exchange Commission (the “Commission”) on September 11, 2007 under the Securities Act allowing for delayed offerings pursuant to Rule 415 of the General Rules and Regulations (the "Rules and Regulations") under the Securities Act, including the documents incorporated therein and the information deemed to be a part of the registration statement as of the time of effectiveness pursuant to Rule 430B of the Rules and Regulations (such registration statement, at the time it became effective, being hereinafter referred to as the “Registration Statement”);
b)	the prospectus supplement of the Company filed with the Commission on the date hereof (the "Prospectus Supplement");
c)	a specimen certificate representing the Common Stock;

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February 12, 2010

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d)	the Articles of Incorporation of the Company, as amended to date;
e)	Certificate of Designations of Series B Convertible Participating Preferred Stock of BlackRock.(the “Certificate of Designations”);
f)	the By-Laws of the Company, as amended to date; and
g)	certain resolutions of the Board of Directors of the Company and committees thereof relating to the original issuance and sale of the Preferred Stock, the Selling Stockholder Common Stock and related matters.

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions set forth herein.

In our examination we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. In making our examination of executed documents, we have assumed that the parties thereto, other than the Company, had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials.

Our opinions set forth herein are limited to the General Corporate Law of the State of Delaware and, to the extent that judicial or regulatory orders or decrees or consents, approvals, licenses, authorizations, validations, filings, recordings or registrations with governmental authorities are relevant, to those required under such laws (all of the foregoing being referred to as “Opined on Law”). We do not express any opinion with respect to the law of any jurisdiction other than Opined on Law or as to the effect of any such non-Opined on Law on the opinions herein stated. The Secondary Shares may be offered from time to time on a delayed or continuous basis, and this opinion is limited to the laws, including the rules and regulations under the Securities Act, as in effect on the date hereof, which laws are subject to change with possible retroactive effect.

Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that:

1.                 Upon conversion of the Preferred Stock in accordance with the terms of the Certificate of Designations, the Conversion Shares will be validly issued , fully paid and nonassessable.

BlackRock, Inc.

February 12, 2010

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2.                 The Selling Stockholder Common Stock has been validly issued and is fully paid and nonassessable.

We hereby consent to the filing of this opinion with the Commission and its incorporation by reference as Exhibit 5.2 to the Registration Statement. We also consent to the reference to our firm under the caption “Legal Matters” in the Prospectus Supplement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Skadden, Arps, Slate, Meagher & Flom