Exhibit 11(b)
September 12, 2008
BlackRock Large Cap Series Funds, Inc.
100 Bellevue Parkway
Wilmington, DE 19809
Ladies and Gentlemen:
We have acted as special Maryland counsel to BlackRock Large Cap Series Funds,
Inc., a Maryland corporation (the "Company"), in connection with that certain
Agreement and Plan of Reorganization, as described in the Registration Statement
(the "Agreement"), among the Company, individually and on behalf of the
BlackRock Large Cap Core Fund, a separate series of the Company (the "BlackRock
Fund"), Master Large Cap Series LLC, a Delaware limited liability company (the
"Master LLC"), individually and on behalf of the Master Large Cap Core
Portfolio, a separate series of the Master LLC (the "Master Fund"), and PNC
Funds, Inc., a Maryland corporation (the "Target Corporation"), individually and
with respect to PNC Growth & Income Fund, a separate series of the Target
Corporation (the "Target Fund"), pursuant to which the Company will acquire, on
behalf of the BlackRock Fund, all of the assets of Target Fund in exchange for
the assumption of certain stated liabilities of the Target Fund and the issuance
to Target Fund of certain shares of the BlackRock Fund (the "Shares") having an
aggregate net asset value equal to the value of the assets of the PNC Fund
acquired by the BlackRock Fund reduced by the amount of the liabilities of the
PNC Fund assumed by the BlackRock Fund. This opinion is being furnished in
connection with the registration under the Securities Act of 1933, as amended
(the "Act"), by the Company of the Shares on the Pre-effective Amendment No.1 of
the Registration Statement on Form N-14 (Securities Act File No. 333-152731)
filed with the Securities and Exchange Commission on the date hereof (the
"Registration Statement").
In our capacity as special Maryland counsel to the Company and for purposes of
this opinion, we have examined originals or copies of the following documents:
(i) the charter of the Company;
(ii) the bylaws of the Company;
(iii) a certificate of the State Department of Assessment and Taxation of the
State of Maryland, dated September 4, 2008, to the effect that, among
other things, the Company is duly incorporated under and by virtue of the
laws of the State of Maryland and duly authorized to exercise in the State
of Maryland all the powers recited in its charter and to transact business
in the State of Maryland;
(iv) the applicable resolutions of the Company adopted by the board of trustees
of the Company; and
(v) each of the Registration Statement and the Agreement.
We have relied as to certain factual matters on information obtained from public
officials and have made no independent investigation or verification of the
matters set forth therein. In expressing the opinions set forth herein, we have
assumed that (i) all documents submitted to us as originals are authentic, (ii)
all documents submitted to us as copies conform with the originals of those
documents, (iii) all signatures on all documents submitted to us for examination
are genuine, (iv) each natural person executing any such document is legally
competent to do so and (v) all public records reviewed by us or on our behalf
are accurate and complete.
Based on the foregoing and subject to the assumptions and qualifications herein
set forth, we advise you that, subject to the approval of the Agreement by the
board of trustees of the Target Corporation, and by the shareholders of the
Target Fund, in our opinion, the Shares have been duly and validly authorized
and, when issued under the circumstances contemplated in the Registration
Statement and upon the terms set forth in the Agreement, will be legally issued,
fully paid and non-assessable.
With respect to our opinion as to the valid issuance of the Shares, we are
assuming that, at the time the Shares are issued in accordance with the
Registration Statement, there will be a sufficient number of authorized but
unissued shares of the BlackRock Fund for such issuance.
We express no opinion with respect to the laws of, or the effect or
applicability of the laws of, any jurisdiction other than, and our opinion
expressed herein is limited to, the laws of the State of Maryland. The opinion
set forth herein is being furnished by us to you solely for your benefit in
connection with the transactions contemplated by the Agreement and may not be
relied on, used, circulated, quoted from or otherwise referred to by any other
person or for any other purpose without our prior written consent, except that
this letter may be relied on by Willkie Farr & Gallagher LLP in connection with
their opinion to you on the date hereof and as filed as an exhibit to the
Registration Statement. The opinion expressed herein is limited to the matters
expressly set forth in this letter and no other opinion should be inferred
beyond the matters expressly stated.
We hereby consent to the filing of this letter as an exhibit to the Registration
Statement. In giving our consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
Miles & Stockbridge P.C.
By: /s/ Christopher R. Johnson
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Principal