Exhibit 11(a)
[On Chapman and Cutler LLP letterhead]
October 13, 2021
Innovator ETFs Trust
109 North Hale Street
Wheaton, Illinois 60187
Re: | Innovator ETFs Trust |
Ladies and Gentlemen:
We have acted as counsel to the Innovator ETFs Trust, a Delaware statutory trust (the “Trust”), with respect to the filing with the U.S. Securities and Exchange Commission of the Registration Statement on Form N-14 (the “Registration Statement”) filed under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, relating to shares (“Shares”) of beneficial interest of the Innovator Laddered Fund of U.S. Equity Power Buffer ETFs™, a series of the Trust (the “Fund”) to be issued in connection with the reorganization of Innovator Laddered Fund of U.S. Equity Power Buffer ETFs™, a series of Innovator ETFs Trust II, a Massachusetts business trust with and into the Fund (the “Reorganization”).
We have acted as counsel for the Trust in connection with the Reorganization. We are familiar with the action taken by its Board of Trustees to authorize this issuance of Shares. We have examined the Trust’s Agreement and Declaration of Trust (the “Declaration of Trust”); its By-Laws (“By-laws”); resolutions of the Trust’s Board of Trustees; and such other legal and factual matters as we have considered necessary.
This opinion is based exclusively on the Delaware Statutory Trust Act and the federal securities laws of the United States of America governing the issuance of shares of the Fund and does not extend to the securities or “blue sky” laws of the State of Delaware or other States or to other Federal securities or other laws.
We have assumed the following for purposes of this opinion:
1. | The legal capacity of all natural persons, the accuracy and completeness of all documents and records that we have reviewed, the genuineness of all signatures, the authenticity of the documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed or reproduced copies. |
October 13, 2021
Page 2
2. | The Fund’s Shares will be issued against consideration therefor as described in the Trust’s prospectus relating thereto. |
This opinion relates solely to the registration of Shares of the Fund in connection with the Registration Statement and not to the registration of any other series or classes of the Trust that have previously been registered.
Based upon the foregoing, it is our opinion that, upon the effectiveness of the Registration Statement, the Shares of beneficial interest of the Fund, when issued upon the terms and for the consideration described in the Registration Statement, will be validly issued, fully paid and non-assessable.
This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement. We hereby consent to the prospectus discussion of this opinion, the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.
|
|
| |
|
| Respectfully submitted, |
|
|
|
|
|
|
|
|
|
|
| Chapman and Cutler LLP |
|