SULLIVAN & WORCESTER LLP
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August 15, 2003
Touchstone Strategic Trust
221 East Fourth Street
Suite 300
Cincinnati, Ohio 45202
Ladies and Gentlemen:
We have been requested by Touchstone Strategic Trust, a Massachusetts
business trust with transferable shares (the "Trust") established under an
Agreement and Declaration of Trust dated November 18, 1982, as amended (the
"Declaration"), for our opinion with respect to certain matters relating to the
Touchstone Large Cap Growth Fund (the "Acquiring Fund"), a series of the Trust.
We understand that the Trust is about to file an amendment to its Registration
Statement on Form N-14 (File No. 333-106816) for the purpose of registering
shares of the Trust under the Securities Act of 1933, as amended (the "1933
Act"), in connection with the proposed acquisition by the Acquiring Fund of all
of the assets of Navellier Large Cap Growth Portfolio, a series of The Navellier
Millennium Funds (the "Acquired Fund"), in exchange solely for shares of the
Acquiring Fund and the assumption by the Acquiring Fund of all valid liabilities
of the Acquired Fund pursuant to an Agreement and Plan of Reorganization, the
form of which was included in the Form N-14 Registration Statement (the "Plan").
We have, as special counsel, participated in various business and other
proceedings relating to the Trust. We have examined copies, either certified or
otherwise proved to be genuine to our satisfaction, of the Trust's Declaration
and By-Laws, and other documents relating to its organization, operation, and
proposed operation, including the proposed Plan, and we have made such other
investigations as, in our judgment, are necessary or appropriate to enable us to
render the opinion expressed below.
Based upon the foregoing, and assuming the approval by shareholders of the
Acquired Fund of certain matters scheduled for their consideration at a meeting
presently anticipated to be held on September 19, 2003 it is our opinion that
the shares of the Acquiring Fund currently being registered, when issued in
accordance with the Plan and the Trust's Declaration and By-Laws, will be
legally issued, fully paid and non-assessable by the Trust, subject to
compliance with the 1933 Act, the Investment Company Act of 1940, as amended,
and applicable state laws regulating the offer and sale of securities. We note,
however, that under certain circumstances, shareholders of the Trust may be held
personally liable for its obligations.
Touchstone Strategic Trust
August 15, 2003
Page 2
We hereby consent to the filing of this opinion with and as a part of the
Registration Statement on Form N-14 and to the reference to our firm under the
caption "Legal Matters" in the Prospectus/Proxy Statement filed as part of the
Registration Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the 1933 Act or the rules and regulations promulgated thereunder.
Very truly yours,
/s/ SULLIVAN & WORCESTER LLP
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SULLIVAN & WORCESTER LLP