Exhibit 11
One Financial Plaza, Hartford, CT 06103 | 800.248.7971 | Virtus.com
December 29, 2021
Virtus Opportunities Trust
101 Munson Street
Greenfield, MA 01301
Ladies and Gentlemen:
We have acted as counsel to Virtus Opportunities Trust (the “Trust”) in connection with the Registration Statement of the Trust on Form 497 (the “Registration Statement”) being filed by the Trust under the Securities Act of 1933, as amended (the “Act”), relating to the proposed reorganization of each Stone Harbor Investment Fund (collectively, the “Acquired Funds”) into a newly created corresponding series of Virtus Opportunities Trust (each an “Acquiring Fund” and collectively, the “Acquiring Funds”), all in accordance with the terms of the proposed Agreement and Plan of Reorganization by and among Stone Harbor Investment Funds on behalf of the Acquired Funds and the Trust on behalf of the Acquiring Funds (the “Agreement and Plan of Reorganization”), in substantially the form included in the Registration Statement of the Trust on Form N-14 as Exhibit A filed on November 24, 2021.
We have examined such documents, records and other instruments and have made such other examinations and inquiries as we have deemed necessary for the purposes of this opinion. In addition, we have assumed for purposes of this opinion that, prior to the date of the issuance of the Shares, (1) the Trustees of the Trust and the shareholders of the Acquired Funds will have taken all actions required of them for the approval of the Agreement and Plan of Reorganization and (2) the Agreement and Plan of Reorganization will have been duly executed and delivered by each party thereto and will constitute the legal, valid and binding obligation of each of the Acquiring Funds, the Trust and the Acquired Funds. Based upon and subject to the foregoing, we are of the opinion that, when issued in accordance with the Agreement and Plan of Reorganization, the Shares will be validly issued, fully paid and non-assessable, assuming that as consideration for the Shares not less than the net asset value of such Shares has been paid and that the conditions set forth in the Agreement and Plan of Reorganization have been satisfied.
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement on Form 497 relating to the Reorganization and to use of my name and any reference to my name in such Registration Statement. In giving such consent, I do not thereby admit that I come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Kevin J. Carr
Kevin J. Carr
Senior Vice President, Chief Legal Officer, Counsel and Secretary
Virtus Opportunities Trust