Goldman Sachs Trust 71 South Wacker Drive Chicago, Illinois 60606 Dividend Growth Trust 58 Riverwalk Boulevard, Building 2, Suite A Ridgeland, South Carolina 29936 Ladies and Gentlemen:Goldman Sachs Trust • December 13th, 2011
This opinion is furnished to you pursuant to Paragraph 8.5 of the Agreement and Plan of Reorganization (the “Agreement”), dated as of [__________ ___], 2012, by and between Goldman Sachs Trust, a Delaware statutory trust (the “Acquiring Trust”), on behalf of Goldman Sachs Rising Dividend Growth Fund, a series thereof (the “Acquiring Fund”), and Dividend Growth Trust, a Delaware statutory trust (the “Acquired Trust”), on behalf of its sole series, Rising Dividend Growth Fund (the “Acquired Fund”). All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Agreement. The Agreement contemplates (1) the transfer of all of the assets of the Acquired Fund to the Acquiring Fund in exchange solely for (a) the issuance to the Acquired Fund of the number of Acquiring Fund Shares, including fractional Acquiring Fund Shares, of each class with an aggregate net asset value equal to the net asset value of the Acquired Fund attributable to the corresponding class of
