EX-99.11 2 shareopinion.htm OPINION AND CONSENT OF STRADLEY RONON STEVENS & YOUNG, LLP
 
EX-99.11
   
Stradley Ronon Stevens & Young, LLP
2005 Market Street
Suite 2600
Philadelphia, PA 19103
Telephone  215.564.8000
Fax  215.564.8120
www.stradley.com

May 27, 2021
Board of Trustees
Invesco Dynamic Credit Opportunity Fund
11 Greenway Plaza, Suite 1000
Houston, Texas 77046-1173
 
 
Re:
Registration Statement on Form N-14                        
Ladies and Gentlemen:
We have acted as counsel to Invesco Dynamic Credit Opportunity Fund (the “Acquiring Fund”), a Delaware statutory trust, in connection with the preparation and filing with the U.S. Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form N-14 under the Securities Act of 1933, as amended (the “Registration Statement”). Pursuant to an Agreement and Plan of Reorganization (the “Agreement”), the Acquiring Fund will assume the assets and liabilities of Invesco Dynamic Credit Opportunities Fund (the “Acquired Fund”), in exchange for Class AX shares (“Shares”) of the Acquiring Fund (the “Reorganization”). The purpose of the Registration Statement is to register Shares to be issued by the Acquiring Fund in connection with the Reorganization.
We have reviewed the Agreement and Declaration of Trust (“Trust Agreement”) and By-Laws (“By-Laws”) of the Acquiring Fund, resolutions adopted by Acquiring Fund in connection with the Reorganization, the form of Agreement, which has been approved by the Acquiring Fund’s Board of Trustees, the Registration Statement and such other legal and factual matters as we have deemed appropriate.
We express no opinion concerning the laws of any jurisdiction other than the federal law of the United States of America and the laws of the State of Delaware applicable to trusts formed under the Delaware Statutory Trust Act, as amended, excluding securities or “blue sky” laws of the State of Delaware.
We have assumed the following for purposes of this opinion:

1.
The Shares of the Acquiring Fund will be issued in accordance with the Trust Agreement and By-Laws, the Agreement, and resolutions of the Acquiring Fund’s Board of Trustees relating to the creation, authorization and issuance of Shares and the Reorganization.
 

2.
The Shares of the Acquiring Fund will be issued against payment therefor as described in the Agreement, and that such payment will have been at least equal to the net asset value of such Shares.
On the basis of and subject to the foregoing, we are of the opinion that the Shares of the Acquiring Fund to be issued to the Acquired Fund shareholders as provided in the Registration Statement and the Agreement are duly authorized, and when issued and paid for upon the terms provided in the Registration Statement and Agreement will be validly issued, fully paid, and non-assessable by the Acquiring Fund.

Philadelphia, PA • Harrisburg, PA • Malvern, PA • Cherry Hill, NJ • Wilmington, DE • Washington, DC • New York, NY • Chicago, IL
A Pennsylvania Limited Liability Partnership

Both the Delaware Statutory Trust Act, as amended, and the Trust Agreement provide that shareholders of Acquiring Fund shall be entitled to the same limitation on personal liability as is extended under the Delaware General Corporation Law, as amended, to stockholders of private corporations for profit. There is a remote possibility, however, that, under certain circumstances, shareholders of a Delaware statutory trust may be held personally liable for that trust’s obligations to the extent that the courts of another state that does not recognize such limited liability were to apply the laws of such state to a controversy involving such obligations. The Trust Agreement also provides for indemnification out of assets belonging to the Acquiring Fund (or allocable to the applicable Class, as defined in the Trust Agreement) for all loss and expense of any shareholder held personally liable for the obligations of the Acquiring Fund or such Class. Therefore, the risk of any shareholder incurring financial loss beyond his or her investment due to shareholder liability is limited to circumstances in which the Acquiring Fund or the applicable Class of the Acquiring Fund is unable to meet its obligations and the express limitation of shareholder liabilities is determined by a court of competent jurisdiction not to be effective.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement.

 
Sincerely yours,
   
 
/s/ STRADLEY RONON STEVENS & YOUNG, LLP                         
 
STRADLEY RONON STEVENS & YOUNG, LLP