1701 Market Street Morgan, Lewis
Philadelphia, PA 19103-2921 & Bockius LLP
215.963.5000 Counselors at Law
Fax: 215.963.5001
January 14, 2009
Laudus Trust
101 Montgomery Street
San Francisco, CA 94104
Re: Opinion of Counsel regarding the Registration Statement filed on Form N-14
under the Securities Act of 1933
Ladies and Gentlemen:
We have acted as counsel to Laudus Trust, a Massachusetts business trust (the
"Trust"), in connection with the above-referenced registration statement on Form
N-14 (the "Registration Statement"), which relates to the units of beneficial
interest, without par value, of the Trust's Laudus Rosenberg U.S. Large
Capitalization Fund (collectively, the "Shares"). This opinion is being
delivered to you in connection with the Trust's filing of the Registration
Statement with the U.S. Securities and Exchange Commission (the "SEC") pursuant
to Rule 488(a) of the Securities Act of 1933 (the "1933 Act"). With your
permission, all assumptions and statements of reliance herein have been made
without any independent investigation or verification on our part except to the
extent otherwise expressly stated, and we express no opinion with respect to the
subject matter or accuracy of such assumptions or items relied upon.
In connection with this opinion, we have reviewed, among other things, executed
copies of the following documents:
(a) a certificate of the Commonwealth of Massachusetts as to the existence
of the Trust, which is duly authorized and validly existing under the
laws of the Commonwealth of Massachusetts;
(b) the Trust's Agreement and Declaration of Trust and all amendments and
supplements thereto (the "Declaration of Trust");
(c) a certificate executed by Catherine MacGregor, Clerk of the Trust,
certifying to, and attaching copies of the Trust's Declaration of
Trust and Amended and Restated By-Laws (the "By-Laws"), and certain
resolutions adopted by the Board of Trustees of the Trust authorizing
the issuance of the Shares; and
(d) a printer's proof of the Registration Statement.
Laudus Trust
Page 2
January 14, 2009
In our capacity as counsel to the Trust, we have examined the originals, or
certified, conformed or reproduced copies, of all records, agreements,
instruments and documents as we have deemed relevant or necessary as the basis
for the opinion hereinafter expressed. In all such examinations, we have assumed
the legal capacity of all natural persons executing documents, the genuineness
of all signatures, the authenticity of all original or certified copies, and the
conformity to original or certified copies of all copies submitted to us as
conformed or reproduced copies. As to various questions of fact relevant to such
opinion, we have relied upon, and assume the accuracy of, certificates and oral
or written statements of public officials and officers or representatives of the
Trust. We have assumed that the Registration Statement, as filed with the SEC,
will be in substantially the form of the printer's proof referred to in
paragraph (d) above.
Based upon, and subject to, the limitations set forth herein, we are of the
opinion that the Shares, when issued and sold in accordance with the Declaration
of Trust and By-Laws, and for the consideration described in the Registration
Statement, will be legally issued, fully paid and non-assessable under the laws
of the Commonwealth of Massachusetts.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. 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 1933
Act.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
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Morgan, Lewis & Bockius LLP