Exhibit (14) (a) (2)
| 1701 Market Street | Morgan, Lewis | |
| Philadelphia, PA 19103-2921 | & Bockius LLP | |
| 215.963.5000 | Counselors at Law | |
| Fax: 215.963.5001 | ||
| February 10, 2009 | ||
| Schwab Capital Trust 101 Montgomery Street San Francisco, CA 94104 |
| Re: | Registration Statement filed on Form N-14 under the Securities Act of 1933 |
We hereby consent to the reference to our Firm in the Registration Statement filed on Form N-14 under the Prospectus/Proxy Statement heading “Information about the Reorganization — Federal Income Tax Consequences.” In giving this consent, we do not concede that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder.
Very truly yours,
| /s/ Morgan, Lewis and Bockius LLP | ||