EX-99.28 8 fp0082788-1_ex9928j.htm

 

Faegre Drinker Biddle & Reath LLP
One Logan Square
Suite 2000
Philadelphia, PA 19103-6996
Telephone: (215) 988-2700

 

March 24, 2023

 

The RBB Fund, Inc.
615 East Michigan Street
Milwaukee, WI 53202

 

Re:Shares Registered by Post-Effective Amendment No. 304 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. 304 (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, $0.001 par value per share (collectively, the “Shares”), with respect to the Company’s SGI Dynamic Tactical ETF and SGI U.S. Large Cap Core ETF:

 

PORTFOLIO CLASS AUTHORIZED SHARES
SGI Dynamic Tactical ETF CCCCCCCC 100 million
SGI U.S. Large Cap Core ETF DDDDDDDD 100 million

 

The Amendment seeks to register an indefinite number of the Shares. We have reviewed the Company’s Articles of Incorporation, By-Laws, 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 Prospectus offering the Shares and in accordance with the Company’s Articles of Incorporation for not less than $0.001 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/ Faegre Drinker Biddle & Reath LLP
  Faegre Drinker Biddle & Reath LLP