Exhibit (i)
September 27, 2000
Scudder Municipal Trust
Two International Place
Boston, MA 02110-4103
Re: Post-Effective Amendment No. 45 to Registration Statement (Securities Act
File No. 2-57139; Investment Company Act File No. 811-2671)
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Ladies and Gentlemen:
You have requested us, as counsel to Scudder Municipal Trust (the "Trust"), a
business trust established under the laws of The Commonwealth of Massachusetts,
to furnish you with this opinion in connection with the Trust's filing of
Post-Effective Amendment No. 45 (the "Amendment") to its Registration Statement
on Form N-1A (the "Registration Statement").
We have examined copies of the Trust's Declaration of Trust, as amended or
supplemented to the date hereof (the "Declaration"), the Trust's By-Laws, as
amended to the date hereof (the "By-Laws"), and the Amendment. We have also
examined such other records, documents, papers, statutes and authorities as we
have deemed necessary to form a basis for the opinion hereinafter expressed.
In our examination of material, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity to original documents of all copies submitted to us. As to
various questions of fact material to our opinion, we have relied upon
statements and certificates of officers and representatives of the Trust and
others.
Based upon the foregoing, we are of the opinion that the shares of beneficial
interest of the Trust, par value $.01 per share (the "Shares"), when and if duly
sold, issued and paid for in accordance with the laws of applicable
jurisdictions and the terms of the Declaration, the By-Laws and the Registration
Statement, will be valid, legally issued, fully paid and non-assessable,
assuming (i) that at the time of sale such Shares are sold at a sales price in
each case in excess of the par value of the Shares; and (ii) that resolutions of
the Board of Trustees authorizing the issuance of the Shares that are in effect
on the date hereof have not been modified or withdrawn and are in full force and
effect on the date of issuance. We note, however, that holders of shares of
beneficial interest in a Massachusetts business trust may under certain
circumstances be subject to assessment at the instance of creditors to pay the
obligations of such trust in the event that its assets are insufficient for the
purpose.
We hereby consent to the filing of this opinion as an exhibit to the Amendment,
to any reference to our name in the Statement of Additional Information included
as part of the
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Scudder Municipal Trust
September 27, 2000
Page 2
Amendment, and to the filing of this opinion as an exhibit to any application
made by or on behalf of the Trust or any distributor or dealer in connection
with the registration or qualification of the Trust or the Shares under the
securities laws of any state or other jurisdiction.
We are members of the Bar of the State of New York only and do not opine as to
the laws of any jurisdiction other than the laws of the State of New York and
the laws of the United States, and the opinions set forth above are,
accordingly, limited to the laws of those jurisdictions.
Very truly yours,
/s/Willkie Farr & Gallagher
