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EXHIBIT 11(a)
WILLKIE FARR & GALLAGHER
September 11, 1998
The Warburg Pincus Funds Listed on Sechedule A
466 Lexington Avenue
New York, New York 10017-3174
Ladies and Gentlemen:
We have acted as counsel to each Warburg Pincus Fund listed on Schedule A, each
a Maryland corporation (the "Acquiring Funds"), in connection with the proposed
acquisition by each Acquiring Fund of all or substantially all of the assets and
liabilities of each corresponding BEA Fund listed on Schedule A (the "Acquired
Funds"), each a series of shares of The RBB Fund, Inc., a Maryland corporation
(the "RBB Fund"), in exchange for Common Shares and Institutional Shares
of each Acquiring Fund (the "Common Shares" and "Institutional Shares",
respectively), pursuant to an Agreement and Plan of Reorganization executed by
each Acquiring Fund, and by the RBB Fund, on behalf of each Acquired Fund, dated
as of September 1, 1998 (the "Plan").
We have examined each Acquiring Fund's Registration Statement on Form N-14
substantially in the form in which it is to become effective (the "Registration
Statement"), each Acquiring Fund's Articles of Incorporation and Bylaws, and
the Plan.
We have also examined and relied upon other documents and certificates with
respect to factual matters as we have deemed necessary to render the opinions
expressed herein. We have assumed, without independent verification, the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity with originals of all documents submitted to us
as copies.
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The RBB Fund, Inc.
September 11, 1998
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We have further assumed that the Plan constitutes the legal, valid and binding
obligation of the RBB Fund, enforceable against the RBB Fund in accordance with
its terms. As to matters of Maryland law, we have relied solely on the opinion
of Venable, Baetjer and Howard, LLP with respect to the matters addressed
therein, which is satisfactory to us in form and scope and a copy of which is
annexed hereto.
Anything in this opinion to the contrary notwithstanding, we render or imply no
opinion with respect to compliance with any applicable securities or anti-fraud
statutes, rules, regulations or other similar laws of any state (including
Maryland) or the United States of America. In rendering the opinions herein, we
assume that there will be no material changes in the facts and conditions on
which we base such opinions between the date hereof and the time of issuance of
each Acquiring Fund's Shares pursuant to the Agreement.
Based upon the foregoing, we are of the opinion that:
1. Each Acquiring Fund is a corporation validly existing and
in good standing under the laws of the State of Maryland.
2. The Common Shares and Institutional Shares of each
Acquiring Fund to be issued as contemplated in the Plan have been, to the
extent of the number of the shares of the respective class authorized in the
Articles of the Incorporation of each Acquiring Fund and then unissued, duly
authorized, and subject to the receipt by each Acquiring Fund of consideration
equal to the net asset value thereof (but in no event less than the par value
thereof), when issued in accordance with the Plan, will be validly issued,
fully paid and nonassessable Common Shares and Institutional Shares of each
Acquiring Fund under the laws of the State of Maryland.
We hereby consent to the filing of this opinion as an exhibit to each
Registration Statement, to the references to us in the Prospectus/Proxy
Statement included as part of each Registration Statement and to the filing of
this opinion as an exhibit to any application made by or on behalf of each
Acquiring Fund or any distributor or dealer in connection with the registration
or qualification of each Acquiring Fund or the Common Shares and Institutional
Shares under the securities laws of any state or other jurisdiction.
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The RBB Fund, Inc.
September 11, 1998
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This opinion is furnished by us as counsel to each Acquiring Fund, is solely for
the benefit of each Acquiring Fund and its governing board in connection with
the above described acquisition of assets and may not be relied upon for any
other purpose or by any other person.
Very truly yours,
/s/Willkie Farr & Gallagher
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SCHEDULE A
BEA Fund Warburg Pincus Fund
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International Equity Fund International Growth Fund
Institutional Shares Institutional Shares
Advisor Shares Common Shares
Emerging Markets Equity Fund Emerging Markets II Fund
Institutional Shares Institutional Shares
Advisor Shares Common Shares
U.S. Core Equity Fund U.S. Core Equity Fund
Institutional Shares Institutional Shares
U.S. Core Fixed Income Fund U.S. Core Fixed Income Fund
Institutional Shares Institutional Shares
Strategic Global Fixed Income Fund Strategic Global Fixed Income Fund
Institutional Shares Institutional Shares
High Yield Fund High Yield Fund
Institutional Shares Institutional Shares
Advisor Shares Common Shares
Municipal Bond Fund Municipal Bond Fund
Institutional Shares Institutional Shares
Global Telecommunications Fund Global Telecommunications Fund
Advisor Shares Common Shares
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BEA Fund Warburg Pincus Fund
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Long-Short Market Neutral Fund Long-Short Market Neutral Fund
Institutional Shares Institutional Shares
Advisor Shares Common Shares
Long-Short Equity Fund Long-Short Equity Fund
Institutional Shares Institutional Shares
Advisor Shares Common Shares
Select Economic Value Equity Select Economic Value Equity Fund
Fund Institutional Shares
Institutional Shares Common Shares
Advisor Shares