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Exhibit 11
DECHERT LETTERHEAD
December 20, 2000
Kemper U.S. Government Securities Fund
222 South Riverside Plaza
Chicago Illinois 60606
Dear Sirs:
We have acted as counsel to Kemper U.S. Government Securities Fund, a
Massachusetts business trust (the "Trust"), and we have a general familiarity
with the Trust's business operations, practices and procedures. You have asked
for our opinion regarding the issuance of Class A, Class B and Class C shares of
beneficial interest by the Trust in connection with the acquisition by Kemper
U.S. Government Securities Fund, the only active series of the Trust, of the
assets of Kemper U.S. Mortgage Fund, a series of Kemper Portfolios, which shares
are registered on a Form N-14 Registration Statement (the "Registration
Statement") filed by the Trust with the Securities and Exchange Commission.
We have examined originals or certified copies, or copies otherwise
identified to our satisfaction as being true copies, of various trust records of
the Trust and such other instruments, documents and records as we have deemed
necessary in order to render this opinion. We have assumed the genuineness of
all signatures, the authenticity of all documents examined by us and the
correctness of all statements of fact contained in those documents.
On the basis of the foregoing, we are of the opinion that the Class A,
Class B and Class C shares of beneficial interest of the Trust being registered
under the Securities Act of 1933 in the Registration Statement will be legally
and validly issued, fully paid and non-assessable by the Trust, upon transfer of
the assets of Kemper U.S. Mortgage Fund pursuant to the terms of the Agreement
and Plan of Reorganization included in the Registration Statement.
We hereby consent to the filing of this opinion with and as part of the
Registration Statement.
Very truly yours,
/s/ Dechert
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