Opinion and consent of Counsel with respect to share classes

We have served as counsel for the Wasatch Funds Trust (the “Trust”), which proposes to offer and sell Institutional Class shares of beneficial interest, $.01 par value per share, on behalf of its series, Wasatch Core Growth Fund^®, Wasatch Large Cap Value Fund™ and Wasatch Small Cap Value Fund^®, (collectively, the “Shares”), in the manner and on the terms set forth in Post-Effective Amendment No. 62 and Amendment No. 64 to its Registration Statement on Form N-1A to be filed on or about January 27, 2012 (the “Amendment”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, respectively.

In connection therewith, we have examined such pertinent records and documents and matters of law, including the opinion of Bingham McCutchen LLP, issued to the Trust and Trust’s counsel upon which we have relied as they relate to the laws of the Commonwealth of Massachusetts as we have deemed necessary in order to enable us to express the opinion hereinafter set forth.

The Shares of the Trust may be legally and validly issued from time to time in accordance with the Trust’s Declaration of Trust dated November 6, 2009, as amended on December 30, 2009, the Trust’s By-Laws, the Trust’s Amended and Restated Designation of Series of Shares, the Trust’s Designation of Classes of Shares, and subject to compliance with the Securities Act of 1933, as amended, the Investment Company Act of 1940, as amended, and applicable state laws regulating the sale of securities and the receipt by the Trust of a purchase price of not less than the net asset value per share, and such Shares, when so issued and sold, will be validly issued, fully paid and non-assessable, except that shareholders of the Trust may under certain circumstances be held personally liable for its obligations.

We hereby consent to the filing of this opinion as an exhibit to the Amendment (File No. 33-10451) relating to the Shares referred to above, to the use of our name and to the reference to our firm in said Amendment.

Respectfully submitted,

/s/ Chapman and Cutler LLP

CHAPMAN AND CUTLER LLP


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