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
December 22, 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 Healthcare and Biotechnology Fund, a series of Touchstone Funds
Group Trust, into the Touchstone Large Cap Growth 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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PEPPER HAMILTON LLP
ATTORNEYS AT LAW
Touchstone Strategic Trust
December 22, 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 November 18, 2010, by the Trust's Board of Trustees.
On the basis of and subject to the foregoing, we are of the opinion that
the Shares have been duly authorized for issuance by the Trust and 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.
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