Drinker Biddle & Reath LLP

One Logan Square

18^th and Cherry Streets

Philadelphia, PA 19103

(215) 988-2700 (Phone)

(215) 988-2757 (Facsimile)

www.drinkerbiddle.com

December 29, 2008

The RBB Fund, Inc.

Bellevue Park Corporate Center

103 Bellevue Parkway

Wilmington, Delaware 19809

Re: Shares Registered by Post-Effective Amendment No. 127 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. 127 (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 Money Market, Bogle Small Cap Growth, Schneider Small Cap Value, Schneider Value, Bear Stearns CUFS MLP Mortgage, Marvin & Palmer Large Cap Growth, 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 Small Cap Value, Robeco WPG 130/30 Large Cap Core, Senbanc, SAM Sustainable Water, SAM Sustainable Climate, Free Market Fixed Income, Free Market International Equity and Free Market U.S. Equity Portfolios:

PORTFOLIO	CLASS	AUTHORIZED SHARES
Money Market	L I	1500 million 1500 million
Bogle Small Cap Growth	NNN OOO	100 million 100 million
Schneider Small Cap Value	YY	100 million

PORTFOLIO	CLASS	AUTHORIZED SHARES
Schneider Value	PPP	100 million
Bear Stearns CUFS MLP Mortgage Portfolio	YYY	100 million
Marvin & Palmer Large Cap Growth	ZZZ	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
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 Small Cap Value	UUU	50 million
Robeco WPG 130/30 Large Cap Core	VVV EEEE	50 million 100 million
Senbanc	WWW	50 million
SAM Sustainable Water	FFFF GGGG HHHH IIII	100 million 100 million 100 million 100 million
SAM Sustainable Climate	JJJJ KKKK LLLL MMMM	100 million 100 million 100 million 100 million
Free Market Fixed Income	DDDD	100 million
Free Market International Equity	CCCC	100 million
Free Market U.S. Equity	BBBB	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.

Very truly yours,

/s/ Drinker Biddle & Reath LLP

Drinker Biddle & Reath LLP