SIDLEY AUSTIN LLP 787 SEVENTH AVENUE NEW YORK, NY 10019 +1 212 839 5300 +1 212 839 5599 FAX AMERICA • ASIA PACIFIC • EUROPEBlackrock Large Cap Focus Growth Fund, Inc. • February 26th, 2020
BlackRock Large Cap Series Funds, Inc., a Maryland corporation (the “Target Company”), on behalf of BlackRock Large Cap Focus Growth Fund, a series of the Target Company (the “Target Fund”), and BlackRock Focus Growth Fund, Inc., a Maryland corporation (the “Acquiring Fund”), have requested our opinion as to certain federal income tax consequences of the Acquiring Fund’s proposed acquisition of the assets of the Target Fund pursuant to an Agreement and Plan of Reorganization dated as of November 27, 2019 (the “Agreement”). The Agreement contemplates (i) the transfer of the assets of the Target Fund to the Acquiring Fund (the “Assets”), in exchange for the assumption by the Acquiring Fund of the liabilities of the Target Fund (the “Target Fund Stated Liabilities”) and shares of the Acquiring Fund, including fractional shares (the “Acquiring Fund Shares”), (ii) the distribution of the Acquiring Fund Shares to the shareholders of the Target Fund, (iii) the redemption by the Target Fund of
