Pepper Hamilton LLP
-------- Attorneys at Law
3000 Two Logan Square
Eighteenth and Arch Streets
Philadelphia, PA 19103-2799
215.981.4000
Fax 215.981.4750
July 6, 2010
Touchstone Strategic Trust
303 Broadway
Suite 1100
Cincinnati, Ohio 45202
Re: Opinion of Counsel
Ladies and Gentlemen:
We have acted as counsel to Touchstone Strategic Trust, a
Massachusetts business trust (the "Trust"), in connection with the proposed
reorganization of the Touchstone Large Cap Core Equity Fund, a series of the
Trust, into the Touchstone Growth Opportunities Fund (the "Fund"), a series of
the Trust, pursuant to an Agreement and Plan of Reorganization (the
"Reorganization Agreement"). The aforementioned proposed transaction is referred
to herein as the "Reorganization."
This opinion relates to the Trust's shares of beneficial interest,
without par value (collectively, the "Shares") to be issued by the Fund in the
Reorganization, and is furnished in connection with filing with the Securities
and Exchange Commission ("SEC") the Trust's Registration Statement on Form N-14
under the Securities Act of 1933, as amended (the "Registration Statement").
In rendering the opinion hereinafter set forth, we have considered
such legal and factual matters as we have deemed necessary and have assumed
that: (i) all documents submitted to us as originals are authentic, the
signatures thereon are genuine and the persons signing the same were of legal
capacity; (ii) all documents submitted to us as copies conform to the original
documents and that such originals are authentic; (iii) all certificates of
public officials upon which we have relied have been duly and properly given and
that any public records reviewed by us are complete and accurate; and (iv) the
Shares will be issued in accordance with the Trust's Restated Agreement and
Declaration of Trust, the Trust's By-Laws, and resolutions of the Trust's Board
of Trustees. For the purpose of rendering the opinion set forth herein, we have
also made other assumptions that are customary in opinion letters of this kind.
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www.pepperlaw.com
Pepper Hamilton LLP
-------- Attorneys at Law
Touchstone Strategic Trust
July 6, 2010
Page 2
Our opinion, as set forth herein, is limited to the federal laws of
the United States of America and the laws of the Commonwealth of Massachusetts
that, in our experience, generally are applicable to the issuance of shares by
entities such as the Trust. We express no opinion with respect to any other
laws.
The Reorganization Agreement described in the Registration Statement
was approved on February 18, 2010, by the Trust's Board of Trustees.
On the basis of and subject to the foregoing, we are of the opinion
that:
1. Upon the satisfaction of the conditions contained in the
Reorganization Agreement, the Shares that the Fund issues pursuant to the
Reorganization Agreement will be duly and validly issued, fully paid and
non-assessable; and
2. The Shares have been duly authorized for issuance by the Trust.
This opinion is rendered solely in connection with the filing of the
Registration Statement. We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. However, this consent does not constitute
a consent under section 7 of the Securities Act of 1933, and in so consenting we
have not certified any part of the Registration Statement and we do not
otherwise come within the categories of persons whose consent is required under
section 7 or under the rules and regulations of the SEC issued thereunder.
Very truly yours,
/s/ Pepper Hamilton LLP
Pepper Hamilton LLP