Faegre Drinker Biddle & Reath LLP
One Logan Square
Suite 2000
Philadelphia, Pennsylvania 19103
Telephone: (215) 988-2207
www.faegredrinker.com
December 3, 2025
The RBB Fund, Inc.
615 East Michigan Street
Milwaukee, WI 53202
| Re: | Shares Registered by Post-Effective Amendment No. 377 to |
Registration Statement on Form N-1A (File No. 033-20827)
Ladies and Gentlemen:
We have acted as counsel to The RBB Fund, Inc. (the “Company”) in connection with the preparation and filing with the Securities and Exchange Commission of Post-Effective Amendment No. 377 (the “Amendment”) to the Company’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended. The Board of Directors of the Company has authorized the issuance and sale by the Company of the following classes and numbers of shares of common stock, $0.001 par value per share (collectively, the “Shares”), with respect to fifteen new series of the Company – Motley Fool Innovative Growth Factor ETF, Motley Fool Crowdsource ETF, Motley Fool Value Factor ETF, Motley Fool Enhanced Income ETF, Motley Fool International Opportunities ETF, Motley Fool Large Cap Growth ETF, Motley Fool Momentum Factor ETF, Motley Fool Multi-Factor ETF, Motley Fool Smart Volatility Factor ETF, Motley Fool 100 Equal Weight ETF, Motley Fool Next Equal Weight ETF, Motley Fool 100 Minimum Volatility ETF, Motley Fool Next Minimum Volatility ETF, Motley Fool Rising 100 ETF and Motley Fool Rising 100 Minimum Volatility ETF.
| PORTFOLIO | CLASS | AUTHORIZED SHARES |
| Motley Fool Innovative Growth Factor ETF | JJJJJJJJJJ | 100,000,000 |
| Motley Fool Crowdsource ETF | KKKKKKKKKK | 100,000,000 |
| Motley Fool Value Factor ETF | LLLLLLLLLL | 100,000,000 |
| Motley Fool Enhanced Income ETF | MMMMMMMMMM | 100,000,000 |
| Motley Fool International Opportunities ETF | NNNNNNNNNN | 100,000,000 |
| Motley Fool Large Cap Growth ETF | OOOOOOOOOO | 100,000,000 |
| Motley Fool Momentum Factor ETF | PPPPPPPPPP | 100,000,000 |
| Motley Fool Multi-Factor ETF | QQQQQQQQQQ | 100,000,000 |
| PORTFOLIO | CLASS | AUTHORIZED SHARES |
| Motley Fool Smart Volatility Factor ETF | RRRRRRRRRR | 100,000,000 |
| Motley Fool 100 Equal Weight ETF | SSSSSSSSSS | 100,000,000 |
| Motley Fool Next Equal Weight ETF | TTTTTTTTTT | 100,000,000 |
| Motley Fool 100 Minimum Volatility ETF | UUUUUUUUUU | 100,000,000 |
| Motley Fool Next Minimum Volatility ETF | VVVVVVVVVV | 100,000,000 |
| Motley Fool Rising 100 ETF | WWWWWWWWWW | 100,000,000 |
| Motley Fool Rising 100 Minimum Volatility ETF | XXXXXXXXXXX | 100,000,000 |
The Amendment seeks to register an indefinite number of Shares.
We have reviewed the Company’s Articles of Incorporation, as amended and supplemented; By-Laws, as amended; resolutions of its Board of Directors; and such other legal and factual matters as we have deemed appropriate. This opinion is based exclusively on the Maryland General Corporation Law and the federal law of the United States of America.
Based upon and subject to the foregoing, it is our opinion that the Shares, when issued for payment as described in the Company’s prospectuses offering the Shares and in accordance with the Company’s Articles of Incorporation, as amended and supplemented, for not less than $0.001 per share, will be legally issued, fully paid and non-assessable by the Company.
We consent to the filing of this opinion as an exhibit to the Amendment to the Company’s Registration Statement.
| Very truly yours, | ||
| /s/ Faegre Drinker Biddle & Reath LLP | ||
| Faegre Drinker Biddle & Reath LLP |