EXHIBIT 16(11)

                            SULLIVAN & WORCESTER LLP

                                                                   June 14, 2006

Touchstone Strategic Trust
303 Broadway
Suite 1100
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
Large Cap Core Equity Fund (the "Acquiring Fund"), a series of the Trust. We
understand that the Trust is about to file a Registration Statement on Form N-14
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 Value Plus Fund, a series of the
Trust (the "Acquired Fund"), in exchange solely for shares of the Acquiring Fund
and the assumption by the Acquiring Fund of all the 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 August 7, 2006 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.




      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

                                                    SULLIVAN & WORCESTER LLP