Exhibit 10
ROPES & GRAY
Xxx Xxxxxxxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000-0000
October 20, 1998
BlackRock Funds
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Re: Shares of Beneficial Interest, Classes MM-1, MM-2, MM-3, MM-4, MM-5
and MM-6 (each a "Class" and collectively the "Classes").
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Ladies and Gentlemen:
We have acted as special Massachusetts counsel for BlackRock Funds,
a Massachusetts business trust (the "Trust"). You have informed us that
you intend to register under the Securities Act of 1933, as amended (the "Act"),
and offer and sell from time to time your shares of beneficial interest, $.001
par value, of each of the Classes ("Shares").
In connection with this opinion, we have examined:
(i) A copy of your Declaration of Trust dated as of December 22,
1988, as amended (the "Declaration of Trust").
(ii) A certificate of the Secretary of State of the Commonwealth of
Massachusetts certifying as to your authority to exercise in the
Commonwealth all of the powers recited in the Declaration of
Trust and to transact business in the Commonwealth.
(iii) A copy of your Code of Regulations (the "Code of Regulations"),
certified by your Secretary.
(iv) A certificate of your Secretary dated September 30, 1998 as to
certain actions of the trustees of the Trust (including their
due adoption of resolutions establishing each of the Classes and
authorizing the issuance of Shares in accordance with your
registration statement under the Act (the "Registration
Statement"), the Declaration of Trust and the Code of
Regulations and applicable law from time to time after the
effective date under the Act of the Post-Effective Amendment to
the Registration Statement that is filed to register the Shares
(the "Post-Effective Amendment")), and certifying, among other
things, that the original Declaration of Trust was executed
within the Commonwealth of Massachusetts and that you have
maintained an office in Massachusetts since your organization.
In our examination, we have assumed the genuineness of all signatures,
the legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to the original documents of all
documents submitted to us as certified or photostatic copies, and the
authenticity of such original documents.
We have made such examination of Massachusetts law as we have deemed
relevant for purposes of this opinion. We express no opinion as to the effect
of laws, rules or regulations of any state or jurisdiction other than the
Commonwealth of Massachusetts.
Based on the forgoing, we are of the opinion that the issue and sale,
after the effective date under the Act of the Post-Effective Amendment, of an
unlimited number of Shares has been duly authorized under Massachusetts law, and
that, upon the original issue and sale after such effective date of any of such
authorized Shares in accordance with the Registration Statement and the
requirements of the Declaration of Trust and the Code of Regulations and
applicable law, and upon receipt by the Trust of the consideration therefor
specified in the Registration Statement as from time to time in effect (which
consideration shall in each case be at least equal to the applicable net asset
value and the par value of the Shares), the Shares so issued will be validly
issued, fully paid and nonassessable by the Trust.
Under Massachusetts law, shareholders of a Massachusetts business
trust could, under certain circumstances, be held personally liable for the
obligations of the trust. However, the Declaration of Trust disclaims
shareholder liability for acts or obligations of the Trust and requires that
notice of such disclaimer be given in every note, bond, contract, order or other
undertaking issued by or on behalf of the Trust or its Trustees, and in the
stationery used by the Trust. The Declaration of Trust provides for
indemnification out of the assets of the Trust belonging to the class(es) of
shares owned by such shareholder (and other classes having the same alphabetical
designation) for all loss and expense of any shareholder held personally liable
solely by reason of his or her being or having been a shareholder. Thus, the
risk of a shareholder's incurring financial loss on account of shareholder
liability is limited to circumstances in which the relevant class of shares
itself (and other classes having the same alphabetical designation) would be
unable to meet its obligations.
We understand that this opinion is to be used in connection with the
registration of an indefinite number of Shares for offering and sale pursuant to
the Act. We consent to the filing of this opinion with and as part of the
Registration Statement (File No. 33-26305).
Very truly yours,
/s/ Ropes & Gray
ROPES & GRAY
