Exhibit 11


Morgan, Lewis & Bockius LLP
1111 Pennsylvania Avenue, N.W.
Washington, DC  20004

March 8, 2002

Vanguard Whitehall Funds
P.O. Box 2600
Valley Forge, PA 19482

Re: Vanguard Whitehall Funds: Vanguard Mid-Cap Fund - Form N-14 Opinion

Ladies and Gentlemen:

We refer to the Registration Statement on Form N-14 (the "Registration
Statement") of the Vanguard Whitehall Funds (the "Trust"), relating to the
transfer of all the assets and liabilities of the Provident Investment Counsel
Mid Cap Fund A, a series of PIC Investment Trust (the "Acquired Portfolio"), in
exchange for shares of the Trust's Vanguard Mid-Cap Fund (the "Acquiring
Portfolio") followed by the distribution of such Shares (the "Acquiring
Portfolio's Shares"), in exchange for such Acquired Portfolio's Shares in
complete liquidation of the Acquired Portfolio (the "Reorganization"), pursuant
to the Agreement.

We have been requested by the Trust to furnish this opinion as Exhibit 11 to the
Registration Statement.

We have examined such records, documents, instruments, certificates of public
officials and of the Trust, made such inquiries of the Trust, and examined such
questions of law as we have deemed necessary for the purpose of rendering the
opinion set forth herein. We have assumed the genuineness of all signatures and
the authenticity of all items submitted to us as originals and the conformity
with originals of all items submitted to us as copies.

Based upon and subject to the foregoing, we are of the opinion that:

     The issuance of the Acquiring Fund's Shares by the Trust has been duly and
     validly authorized by all appropriate action and, upon delivery thereof and
     payment therefor in accordance with the Registration Statement, the
     Acquiring Fund's Shares, when issued, will be duly authorized, validly
     issued, fully paid and nonassessable by the Trust.

We have not reviewed the securities laws of any state or territory in connection
with the proposed offering of the Acquiring Fund's Shares and we express no
opinion as to the legality of any offer of sale of Acquiring Fund's Shares under
any such state or territorial securities laws.

This opinion is intended only for your use in connection with the offering of
the Acquiring Fund's Shares and may not be relied upon by any other person.

We hereby consent to the inclusion of this opinion as an exhibit to the Trust's
Registration Statement to be filed with the Securities and Exchange Commission.

Very truly yours,


/s/ Morgan, Lewis & Bockius LLP