Morgan LewisAgreement and Plan of Reorganization • March 9th, 2017 • Trust for Advised Portfolios
This opinion is furnished to you pursuant to paragraph 8.7 of the Agreement and Plan of Reorganization (the "Agreement"), dated as of November 21, 2016, among Trust for Advised Portfolios, a Delaware statutory trust (the "TAP Trust"), on behalf of Miller Capital Opportunity Trust, a series thereof (the "Acquiring fund"), and Legg Mason Investment Trust, a Maryland statutory trust (the "Legg Mason Trust"), on behalf of Legg Mason Opportunity Trust, a series thereof (the "Target Fund"). All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Agreement. The Agreement contemplates (1) the sale, assignment, conveyance, transfer and delivery of the Target Fund's Assets by the Legg Mason Trust, on behalf of the Target Fund, to the Acquiring Fund in exchange for (a) the delivery by the TAP Trust, on behalf of the Acquiring Fund, to the Legg Mason Trust, on behalf of the Target Fund, of the number, determined in accordance with paragraph 2.3 of the Agreement
