Exhibit 11(b)

                                                              September 12, 2008

BlackRock Funds(SM)
100 Bellevue Parkway
Wilmington, DE 19809

Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019

Ladies and Gentlemen:

      We have acted as special Massachusetts counsel to BlackRock Capital
Appreciation Portfolio (the "Acquiring Fund"), a series of BlackRock Funds, a
Massachusetts business trust (the "Trust"), in connection with the Trust's
Pre-effective Amendment No. 1 to the Registration Statement on Form N-14 to be
filed with the Securities and Exchange Commission on or about September 12, 2008
(the "Registration Statement"), with respect to the Acquiring Fund's Investor A
Shares and Institutional Shares of beneficial interest, $0.001 par value per
share (the "Shares") to be issued in exchange for all of the assets and certain
stated liabilities of PNC Equity Growth Fund (the "Acquired Fund"), a series of
PNC Funds, Inc., as described in the Registration Statement (the
"Reorganization"). You have requested that we deliver this opinion to you in
connection with the Trust's filing of the Registration Statement.

      In connection with the furnishing of this opinion, we have examined the
following documents:

      (a) a certificate of the Secretary of the Commonwealth of Massachusetts as
to the existence of the Trust;

      (b) a copy, certified by the Secretary of the Commonwealth of
Massachusetts, of the Trust's Declaration of Trust dated December 22, 1988, and
all amendments thereto on file with the Secretary of the Commonwealth (the
"Declaration");

      (c) copies, certified by the Secretary of the Commonwealth of
Massachusetts, of the Trust's Certificates relating to the Classification of
Shares (the "Designations");

      (d) a certificate executed by an appropriate officer of the Trust,
certifying as to, and attaching copies of, the Trust's Declaration, Code of
Regulations, and certain resolutions adopted by the Trustees of the Trust at a
meeting held on July 7, 2008 authorizing the Reorganization (the "Resolutions");

      (e) a draft received on August 26, 2008 of the Registration Statement; and

      (f) a copy of the Agreement and Plan of Reorganization to be entered into
by the Trust, providing for (a) the acquisition by the Trust of all the assets
and certain stated liabilities of the Acquired Fund in exchange for the Shares,
(b) the pro rata distribution of the Shares to the holders of the shares of the
Acquired Fund and (c) the subsequent termination of the Acquired Fund, in the
form included as Appendix B to the combined



Prospectus/Proxy Statement included in the draft Registration Statement referred
to in paragraph (e) above (the "Agreement and Plan of Reorganization").

      In such examination, we have assumed the genuineness of all signatures,
the conformity to the originals of all of the documents reviewed by us as
copies, including conformed copies, the authenticity and completeness of all
original documents reviewed by us in original or copy form and the legal
competence of each individual executing any document. We have assumed that the
Registration Statement as filed with the Securities and Exchange Commission will
be in substantially the form of the draft referred to in paragraph (e) above,
and that the Agreement and Plan of Reorganization will be duly completed,
executed and delivered by the parties thereto in substantially the form of the
copy referred to in paragraph (f) above. We note that the resolutions of the
Board of Trustees of the Trust adopted on July 7, 2008, as attached to the
certificate referenced in paragraph (d) above and reviewed by us in connection
with rendering this opinion, are in draft form, and we have assumed for the
purposes of this opinion that the resolutions of such meeting will be finalized
and incorporated into minutes approved by the Trust's Trustees, prior to the
issuance of the Shares, in substantially the form attached to such certificate.
We further note that under the Declaration and Designations, the Acquiring Fund
is given an alphabetical designation and we understand that the Acquiring Fund's
Investor A Shares are designated as Class EEE-2 and Institutional Shares are
designated as Class EEE-3. We have also assumed for the purposes of this opinion
that the Declaration, the Resolutions and the Agreement and Plan of
Reorganization will not have been amended, modified or withdrawn and will be in
full force and effect on the date of issuance of such Shares.

      This opinion is based entirely on our review of the documents listed above
and such investigation of law as we have deemed necessary or appropriate. We
have made no other review or investigation of any kind whatsoever, and we have
assumed, without independent inquiry, the accuracy of the information set forth
in such documents.

      This opinion is limited solely to the internal substantive laws of the
Commonwealth of Massachusetts, as applied by courts located in Massachusetts
(other than Massachusetts securities laws, as to which we express no opinion),
to the extent that the same may apply to or govern the transactions referred to
herein. No opinion is given herein as to the choice of law or internal
substantive rules of law, which any tribunal may apply to such transaction. In
addition, to the extent that the Trust's Declaration or Code of Regulations
refer to, incorporate or require compliance with the Investment Company Act of
1940, as amended (the "Act"), or any other law or regulation applicable to the
Trust, except for the internal substantive laws of the Commonwealth of
Massachusetts, as aforesaid, we have assumed compliance by the Trust with such
Act and such other laws and regulations.

      We understand that all of the foregoing assumptions and limitations are
acceptable to you.

      Based upon and subject to the foregoing, please be advised that it is our
opinion that the Shares, when issued and sold in accordance with the Trust's
Declaration and the Resolutions and for the consideration described in the
Agreement and Plan of Reorganization, will be validly issued, fully paid and
nonassessable, except that



shareholders of the Trust may under certain circumstances be held personally
liable for its obligations.

         This opinion is given as of the date hereof and we assume no obligation
to update this opinion to reflect any changes in law or any other facts or
circumstances which may hereafter come to our attention. We hereby consent to
the filing of this opinion as an exhibit to the Registration Statement.

                                        Very truly yours,

                                        BINGHAM McCUTCHEN LLP