November 9, 2020
T. Rowe Price U.S. Large-Cap Core Fund, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
Ladies and Gentlemen:
I am counsel to T. Rowe Price Associates, Inc., which serves as sponsor and investment adviser of the T. Rowe Price U.S. Large-Cap Core Fund (the “Acquiring Fund”). As such, I am familiar with the proposed reorganization of the T. Rowe Price Growth & Income Fund (the “Acquired Fund”), series of T. Rowe Price Growth & Income Fund, Inc., a Maryland corporation into the Acquiring Fund, series of T. Rowe Price U.S. Large-Cap Core Fund, Inc., a Maryland corporation. This opinion is furnished in connection with the Acquiring Fund’s Registration Statement on Form N-14 under the Securities Act of 1933, as amended (the “Registration Statement”), relating to Investor Class and I Class shares of beneficial interest, par value $0.0001, of the Acquiring Fund (the “Corresponding Shares”), to be issued in connection with the reorganization.
I am of the opinion that, subsequent to the approval by the Funds’ Boards of Directors of the reorganization in the manner set forth in the proxy statement and prospectus constituting a part of the Registration Statement (the “Combined Proxy Statement and Prospectus”), the Corresponding Shares, upon issuance in the manner referred to in the Registration Statement, for consideration, will be legally issued, fully paid and non-assessable shares of the Investor Class and I Class of the Acquiring Fund.
Very truly yours,
/s/Vicki S. Booth
Vicki S. Booth
Senior Legal Counsel and Vice President, T. Rowe Price Associates, Inc.
