EX-99.I 3 exhibiti.txt EXHIBIT 99.I EXHIBIT (i) Drinker Biddle & Reath LLP One Logan Square 18th & Cherry Streets Philadelphia, PA 19103-6996 Telephone: (215) 988-2700 Facsimile: (215) 988-2757 November 1, 2002 The RBB Fund, Inc. Bellevue Park Corporate Center 400 Bellevue Parkway Wilmington, Delaware 19809 RE: SHARES REGISTERED BY POST-EFFECTIVE AMENDMENT NO. 81 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. 81 (the "Amendment") to the Company's Registration Statement on Form N-1A under the Securities Act of 1933, as amended (the "1933 Act"). 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 Money Market, Boston Partners Large Cap Value, Boston Partners Mid Cap Value, Boston Partners Small Cap Value Fund II, Boston Partners Long/Short Equity, Boston Partners All-Cap Value, Schneider Small Cap Value and Bogle Small Cap Growth Portfolios: PORTFOLIO CLASS AUTHORIZED SHARES --------- ----- ----------------- Money Market L 1500 million I 1500 million Boston Partners Large Cap Value QQ 100 million RR 100 million Boston Partners Mid Cap Value UU 100 million TT 100 million Boston Partners Long/Short Equity III 100 million JJJ 100 million Boston Partners All-Cap Value VV 100 million WW 100 million Boston Partners Small Cap Value II DDD 100 million EEE 100 million Schneider Small Cap Value YY 100 million Bogle Small Cap Growth NNN 100 million OOO 100 million The Amendment seeks to register an indefinite number of the Shares. We have reviewed the Company's Certificate 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 and the Documents for not less than $.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