FAEGRE DRINKER BIDDLE & REATH LLP
One Logan Square
Suite 2000
Philadelphia, PA 19103-6996
215-988-2700
Fax: 215-988-2757
www.faegredrinker.com
April 28, 2023
The RBB Fund, Inc.
c/o US Bancorp Fund Services
615 E. Michigan Street
Milwaukee, WI 53202
Dear Sir or Madam:
We have acted as counsel for The RBB Fund, Inc. (“RBB”), a Maryland corporation, in connection with the following:
i. the proposed acquisition by the F/m Investments Large Cap Focused Fund, a newly formed series of RBB (the “Acquiring F/m Fund”), of all assets and liabilities of the F/m Investments Large Cap Focused Fund, a series of F/m Funds Trust (the “Acquired F/m Fund”), in exchange for shares of the Acquiring F/m Fund;
ii. the proposed acquisition by Oakhurst Fixed Income Fund, Oakhurst Short Duration Bond Fund, and Oakhurst Short Duration High Yield Credit Fund, each a newly formed series of RBB (the “Acquiring Oakhurst Funds”), of the assets and liabilities of the corresponding Oakhurst Fixed Income Fund, Oakhurst Short Duration Bond Fund, and Oakhurst Short Duration High Yield Credit Fund, each a series of F/m Funds Trust (the “Acquired Oakhurst Funds” and, together with the Acquired F/m Fund, the “Acquired Funds”), in exchange for shares of each corresponding Acquiring Oakhurst Funds.
The aforementioned proposed acquisitions are referred to herein, each as a “Reorganization” and collectively as the “Reorganizations.”
This opinion relates to the Investor Class shares and Institutional Class shares of common stock of the Acquiring F/m Fund, and the Institutional shares and Retail shares of common stock of each Acquiring Oakhurst Funds (collectively, the “Shares”) (par value $0.001 per Share) to be issued in the Reorganizations, and is furnished in connection with RBB’s Registration Statement on Form N-14 under the Securities Act of 1933, as amended (the “Registration Statement”).
In rendering the opinion hereinafter set forth, we have considered such legal and factual matters as we have deemed necessary and have assumed that: (i) all documents submitted to us as originals are authentic, the signatures thereon are genuine and the persons signing the same were of legal capacity; (ii) all documents submitted to us as certified or photostatic copies conform to the original documents and that such originals are authentic; (iii) all certificates of public officials upon which we have relied have been duly and properly given and that any public records reviewed by us are complete and accurate; and (iv) the Shares will be issued in accordance with RBB’s Articles of Incorporation, as amended and supplemented; Bylaws, as amended; and resolutions of RBB’s Board of Directors relating to the creation, authorization and issuance of the Shares (the “Resolutions”).
This opinion is based exclusively on the laws of the Commonwealth of Pennsylvania and the federal law of the United States of America. To the extent that this opinion relates to matters governed by the laws of the State of Maryland, we have assumed, with your permission, that such laws are the same as the laws of the Commonwealth of Pennsylvania in all relevant respects.
On the basis of and subject to the foregoing and such other considerations as we deem relevant, we are of the opinion that upon the execution of an Agreement and Plan of Reorganization (each an “Agreement” and collectively, the “Agreements”) for each Reorganization, a copy of which is set forth in the Registration Statement, and the prior satisfaction of the conditions contained in the Agreements, the Shares, when issued pursuant to the Agreements and in the manner referred to in the Registration Statement and the Resolutions, will be validly issued, fully paid and non-assessable by RBB.
This opinion is rendered solely for the use of RBB and the Acquired Funds in connection with the filing of the Registration Statement and may not be referred to or used for any other purpose or relied on by any other persons without our prior written approval. This opinion is limited to the matters set forth in this letter and no other opinions should be inferred beyond the matters expressly stated.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, however, we do not admit that we are within the categories of persons whose consent is required under section 7 or under the rules and regulations of the Securities and Exchange Commission issued thereunder.
| | Very truly yours, | |
| | | |
| | /s/ FAEGRE DRINKER BIDDLE & REATH LLP | |
| | FAEGRE DRINKER BIDDLE & REATH LLP | |
