Morgan, Lewis & Bockius LLP MORGAN LEWIS
1701 Market Street
Philadelphia, PA 19103-2921
Tel: +1.215.963.5000
Fax: +1.215.963.5001
www.morganlewis.com
December 22, 2015
Gallery Trust
One Freedom Valley Drive
Oaks, Pennsylvania 19456
Re: OPINION OF COUNSEL REGARDING THE REGISTRATION STATEMENT FILED ON FORM N-14
UNDER THE SECURITIES ACT OF 1933
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Ladies and Gentlemen:
We have acted as counsel to Gallery Trust (the "Trust"), a Delaware statutory
trust, in connection with the above-referenced registration statement on Form
N-14 (the "Registration Statement"), which relates to the Trust's units of
beneficial interest, with no par value per share (collectively, the "Shares")
of the Mondrian International Equity Fund (the "Fund"). 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) under the Securities Act of 1933, as amended (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 State of Delaware certifying that the Trust is
validly existing under the laws of the State of Delaware;
(b) the Amended and Restated Agreement and Declaration of Trust for the
Trust (the "Declaration of Trust") and the By-Laws for the Trust (the
"By-Laws");
(c) a certificate executed by Dianne M. Descoteaux, the Secretary of the
Trust, certifying as to, and attaching copies of, the Declaration of
Trust and By-Laws, and certain resolutions adopted by the Board of
Trustees of the Trust authorizing the issuance of the Shares of the
Fund; and
(d) a printer's proof of the Registration Statement.
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
and 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 terms of
purchase described in the Registration Statement, will be legally issued, fully
paid and non-assessable under the laws of the State of Delaware.
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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