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[LOGO OF VEDDER PRICE] VEDDE, PRICE, KAUFMAN & KAMMHOLZ
222 NORTH LASALLE STREET
CHICAGO, ILLINOIS 60601-1003
312-609-7500
FACSIMILE: 312-609-5005
A PARTNERSHIP INCLUDING VEDDER,
PRICE, KAUFMAN & KAMMHOLZ
WITH OFFICES IN CHICAGO
AND NEW YORK CITY
July 31, 2000
Wayne Hummer Investment Trust
300 South Wacker Drive
15th Floor
Chicago, Illinois 60606
Ladies and Gentlemen:
Reference is made to Post-Effective Amendment No. 22 to the Registration
Statement on Form N-1A under the Securities Act of 1933 being filed by the Wayne
Hummer Investment Trust (the "Fund") in connection with the public offering from
time to time of units of beneficial interest, no par value ("Shares"), in the
Wayne Hummer CorePortfolio Fund, the Wayne Hummer Growth Fund, the Wayne Hummer
Income Fund, and the Wayne Hummer Money Market Fund (each, a "Portfolio" and
collectively, the "Portfolios").
We have acted as counsel to the Fund since its inception, and in such
capacity are familiar with the Fund's organization and have counseled the Fund
regarding various legal matters. We have examined such Fund records and other
documents and certificates as we have considered necessary or appropriate for
the purposes of this opinion. In our examination of such materials, we have
assumed the genuineness of all signatures and the conformity to original
documents of all copies submitted to us.
Based upon the foregoing, and assuring that the Fund's Declaration of Trust
dated September 29, 1983, as amended by the Written Instrument dated December
16, 1983, the Written Instrument dated July 19, 1988, the Written Instrument
dated November 24, 1992, and the Written Instrument dated July 23, 1999 (the
"Declaration of Trust"), and the initial By-laws of the Fund adopted on
September 29, 1983, as amended to December 16, 1983, as amended and restated as
of December 1, 1992, and as amended by the Written Instrument dated January 23,
1999 (the "By-laws"), are presently in full force and effect and have not been
amended in any respect except as provided in the above-reference documents and
the resolutions adopted by the Board of Trustees of the Fund as we, in our
professional judgement, have deemed relevant to organizational matters,
securities matters, and the issuance of shares are presently in full force and
effect and have not been amended in any respect, we advise you and opine that
(a) the Fund is a validly existing voluntary association with transferrable
shares under the laws of the State of Massachusetts and is authorized
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Wayne Hummar Investment Trust
July 31, 2000
Page 2
to issue an unlimited number of Shares in the Portfolios; and (b) presently and
upon such further issuance of the Shares in accordance with the Fund's
Declaration of Trust and By-laws and the receipt by the Fund of a purchase price
not less than the net asset value per Share, and assuming that the Fund
continues to validly exist as provided in (a) above, the Shares are and will be
legally issued and outstanding, fully paid and nonassessable.
The Fund 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 Fund or any
Portfolio. However, the Agreement and Declaration of Trust disclaims shareholder
liability for acts and obligations of the Fund or of a particular Portfolio and
requires that notice of such disclaimer be given in each note, bond, contract,
instrument, certificate share or undertaking made or issued by the Trustees or
officers of the Fund. The Agreement and Declaration of Trust provides for
indemnification out of the property of a particular Portfolio for all loss and
expense of any shareholder of that Portfolio held personally liable for the
obligations of such Portfolio. Thus, the risk of liability is limited to
circumstances in which the relevant Portfolio would be unable to meet its
obligations.
This opinion is solely for the benefit of the Fund, the Fund's board of
Trustees and the Fund's officers and may not be relied upon by any other
persons' without our prior written consent. we hereby consent to the use of this
opinion in connection with said Post-Effective Amendment.
Very truly yours,
/s/ Vedder, Price, Kaupman & Kammholz
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
RJM/COK
