0001193125-21-258652 Sample Contracts

Exhibit (12)(b)
Legg Mason Partners Equity Trust • August 27th, 2021

This opinion is furnished to you pursuant to paragraph 8.5 of the Agreement and Plan of Reorganization (the “Agreement”), dated as of July 6, 2021, by and among Legg Mason Partners Equity Trust (the “Acquiring Trust”), a Maryland statutory trust, on behalf of its series BrandywineGLOBAL – High Yield Fund (the “Acquiring Fund”), and Diamond Hill Funds (the “Target Trust”), an Ohio business trust, on behalf of its series Diamond Hill High Yield 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 1.6 of the Agreement, of the Acquiring Fund Shares to the Target Fund Shareholders in exchange

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