EX-99.(I)(1) 2 dex99i1.txt OPINION OF DRINKER BIDDLE & REATH LLP Exhibit (i) Drinker Biddle & Reath LLP One Logan Square 18th & Cherry Streets Philadelphia, PA 19103-6996 Telephone: (215) 988-2700 Facsimile: (215) 988-2757 January 3, 2005 The RBB Fund, Inc. Bellevue Park Corporate Center 400 Bellevue Parkway Wilmington, Delaware 19809 Re: Shares Registered by Post-Effective Amendment No. 91 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. 91 (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 class and number of shares of common stock, $.001 par value par share (collectively, the "Shares"), with respect to the Company's n/i numeric investors Small Cap Value Fund: PORTFOLIO CLASS AUTHORIZED SHARES n/i numeric investors Small Cap Value Fund MMM 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 Stated 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 Prospectus offering the Shares and in accordance with the Company's Articles of Incorporation 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