T. Rowe Price Credit Opportunities Fund (PRCPX) N-14 Registration statement for investment companies business combination

May 25, 2018

T. Rowe Price Credit Opportunities Fund
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 Credit Opportunities Fund (the “Acquiring Fund”). As such, I am familiar with the proposed transaction between the Acquiring Fund, a series of T. Rowe Price Credit Opportunities Fund, Inc., a Maryland corporation, and the T. Rowe Price Institutional Credit Opportunities Fund (the “Acquired Fund”), a series of T. Rowe Price Institutional Income 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 (File No.: 333-194114) (the “Registration Statement”), relating to 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 shareholders (via unanimous written consent) of the reorganization in the manner set forth in the information statement and prospectus constituting a part of the Registration Statement (the “Combined Information 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 I Class of the Acquiring Fund.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name in the Combined Proxy Statement and Prospectus constituting a part thereof.

Very truly yours,

/s/Brian R. Poole
Brian R. Poole, Esq., Vice President and Senior Legal Counsel, T. Rowe Price Associates, Inc.