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We consent to the incorporation by reference in this Registration Statement of our opinion dated May 19, 2010 regarding the sale of shares of the Institutional Class and Investor Class shares of the Bright Rock Mid Cap Fund (formerly, Bright Rock Mid Cap Growth Fund) and Bright Rock Large Cap Fund (formerly, Bright Rock Quality Large Cap Fund), each a series of Trust for Professional Managers. In giving this consent, however, we do not admit that we are experts within the category of persons whose consent is required by Section 7 of the Securities Act of 1933, as amended.