Exhibit (i)(1)
Xxxx, Xxxx & Xxxxx LLC
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00 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000 - Xxxxxxx, Xxxxxxxx
00000-0000
000.000.0000 - Fax 000.000.0000
December 15, 2006
Calamos Investment Trust
0000 Xxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
We have acted as counsel for Calamos Investment Trust (the "Trust") in
connection with the registration under the Securities Act of 1933, as amended
(the "Act"), of an indefinite number of Class A shares, Class B shares, Class C
shares, Class I shares and Class R shares of beneficial interest (the "Shares")
of each series of the Trust designated:
- Growth Fund
- Blue Chip Fund
- Value Fund
- International Growth Fund
- Global Growth and Income Fund
- Growth and Income Fund
- High Yield Fund
- Convertible Fund
- Market Neutral Income Fund
- Multi-Fund Blend
- Global Equity Fund
(each, a "Fund," and collectively, the "Funds") in post-effective amendment no.
48 to the Trust's registration statement no. 33-19228 on Form N-1A (the
"Registration Statement").
In this connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate and other
records, certificates, and other papers as we deemed it necessary to examine for
the purpose of this opinion, including the Third Amended and Restated Agreement
and Declaration of Trust, as amended (the "Trust Agreement"), and by-laws of the
Trust, as amended, actions of the board of trustees of the Trust authorizing the
issuance of shares of the Funds and the Registration Statement.
Based on such examination, we are of the opinion that, upon the issuance
and delivery of the Shares after the post-effective amendment has been declared
effective under the Act and in accordance with the Trust Agreement and the
actions of the board of trustees authorizing the issuance of the Shares, and the
receipt by the Trust of the authorized consideration therefor, in the form of
cash or other good and valuable consideration at the net asset value thereof
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December 15, 2006
applicable at the time of the sale plus any applicable sales commission, the
Shares so issued will be duly authorized, validly issued, fully paid and
nonassessable by the Trust.
The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust or the
Fund. However, the Trust Agreement disclaims shareholder liability for acts or
obligations of the Trust and the Fund and requires that notice of such
disclaimer be given in each agreement, obligation, or instrument entered into or
executed by the Trust or the trustees of the Trust. The Trust Agreement provides
for indemnification out of the property of the Fund for all loss and expense of
any shareholder of the Fund held personally liable for the obligations of the
Trust or the Fund. Thus, the risk of a shareholder incurring financial loss on
account of shareholder liability is limited to circumstances in which the Fund
itself would be unable to meet its obligations.
In giving this opinion, we have relied upon the opinion of Xxxxxxx Procter
LLP dated December 15, 2006, a copy of which is attached hereto, and have made
no independent inquiry with respect to any matter covered by such opinion.
We consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not admit that we are in the category
of persons whose consent is required under section 7 of the Act.
Very truly yours,
/s/ Xxxx, Xxxx & Xxxxx LLC
Xxxx, Xxxx & Xxxxx LLC
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