Legg Mason Partners Equity Trust 620 Eighth Avenue New York, New York 10018 Diamond Hill Funds 325 John H. McConnell Blvd., Suite 200 Columbus, Ohio 43215Agreement and Plan of Reorganization • March 10th, 2021 • Legg Mason Partners Equity Trust
This opinion is furnished to you pursuant to paragraph 8.5 of the Agreement and Plan of Reorganization (the “Agreement”), dated as of [ ], 2021, by and among Legg Mason Partners Equity Trust (the “Acquiring Trust”), a Maryland statutory trust, on behalf of its series BrandywineGLOBAL – [____] Fund (the “Acquiring Fund”), and Diamond Hill Funds (the “Target Trust”), an Ohio business trust, on behalf of its series Diamond Hill [____] Fund (the “Target Fund”). All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Agreement. The Agreement contemplates (i) the sale, assignment, conveyance, transfer and delivery of the Assets of the Target Fund to the Acquiring Fund in exchange for (A) the Acquiring Fund Shares, and (B) the assumption by the Acquiring Fund of the Liabilities of the Target Fund; and (ii) the distribution, in accordance with paragraph 1.5 of the Agreement, of the Acquiring Fund Shares to the Target Fund Shareholders in exchange for their
