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June 15, 2012
Touchstone Strategic Trust 303 Broadway, Suite 1100 Cincinnati, OH 45202 |
Re: Opinion of Counsel
Ladies and Gentlemen:
We have acted as counsel to Touchstone Strategic Trust (the “Trust”), a Massachusetts business trust, in connection with the proposed reorganization of the series listed below that are offered by Fifth Third Funds (each a “Fifth Third Fund” and collectively, the “Fifth Third Funds”) into the corresponding series listed below offered by the Trust (each an “Acquiring Fund” and collectively, the “Acquiring Funds”), pursuant to Agreements and Plans of Reorganization (the “Agreements”).
| Fifth Third Funds | Acquiring Funds |
| Fifth Third Quality Growth Fund | Touchstone Large Cap Growth Fund |
| Fifth Third Mid Cap Growth Fund | Touchstone Growth Opportunities Fund |
| Fifth Third Disciplined Large Cap Value Fund | Touchstone Value Fund |
| Fifth Third All Cap Value Fund | Touchstone Value Fund |
| Fifth Third LifeModel Aggressive FundSM | Touchstone Growth Allocation Fund |
| Fifth Third LifeModel Moderately Aggressive FundSM | Touchstone Moderate Growth Allocation Fund |
| Fifth Third LifeModel Moderate FundSM | Touchstone Balanced Allocation Fund |
| Fifth Third LifeModel Moderately Conservative FundSM | Touchstone Conservative Allocation Fund |
| Fifth Third LifeModel Conservative FundSM | Touchstone Conservative Allocation Fund |
| Fifth Third Micro Cap Value Fund | Touchstone Micro Cap Value Fund |
| Fifth Third Small Cap Value Fund | Touchstone Small Company Value Fund |
| Fifth Third International Equity Fund | Touchstone International Value Fund |
| Fifth Third Strategic Income Fund | Touchstone Strategic Income Fund |
Touchstone Strategic Trust
Page 2
June 15, 2012
The aforementioned proposed transactions are referred to herein as the “Reorganizations.”
This opinion relates to shares of beneficial interest of the Trust (collectively, the “Shares”) (without par value) to be issued by the Acquiring Funds in the Reorganizations, and is furnished in connection with filing with the Securities and Exchange Commission (“SEC”) the Trust’s Registration Statement on Form N-14 under the Securities Act of 1933, as amended (the “Registration Statement”).
In rendering the opinion hereinafter set forth, we have considered such legal and factual matters as we have deemed necessary and have assumed that: (i) all documents submitted to us as originals are authentic, the signatures thereon are genuine and the persons signing the same were of legal capacity; (ii) all documents submitted to us as copies conform to the original documents and that such originals are authentic; (iii) all certificates of public officials upon which we have relied have been duly and properly given and that any public records reviewed by us are complete and accurate; and (iv) the Shares will be issued in accordance with the Trust's Restated Agreement and Declaration of Trust, the Trust's By-Laws, and resolutions of the Trust's Board of Trustees. For purposes of rendering this opinion, we have examined a printer’s proof of the Registration Statement and have assumed that the Registration Statement, as filed with the SEC, will be in substantially the form of the printer’s proof and also have made other assumptions that are customary in opinion letters of this kind. We have not verified any of those assumptions.
Our opinion, as set forth herein, is limited to the federal laws of the United States of America and the laws of the Commonwealth of Massachusetts that, in our experience, generally are applicable to the issuance of shares by entities such as the Trust. We express no opinion with respect to any other laws.
The Agreements described in the Registration Statement were approved on March 13, 2012 by the Trust’s Board of Trustees.
On the basis of and subject to the foregoing, we are of the opinion that the Shares have been duly authorized for issuance by the Trust and upon the satisfaction of the conditions contained in the Agreements, the Shares that the Acquiring Funds issue pursuant to the Agreements will be validly issued, fully paid and non-assessable.
Touchstone Strategic Trust
Page 3
June 15, 2012
This opinion is rendered solely in connection with the filing of the Registration Statement. We hereby consent to the filing of this opinion with the SEC in connection with the Registration Statement. In giving our consent we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations of the SEC thereunder.
| Very truly yours, | ||
/s/ Pepper Hamilton LLP | ||
| Pepper Hamilton LLP | ||