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Exhibit 11
DECHERT LETTERHEAD
December 13, 2000
Kemper High Yield Series
on behalf of
Kemper High Yield Fund
222 South Riverside Plaza
Chicago Illinois 60606
Dear Sirs:
We have acted as counsel to Kemper High Yield Series, 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 High Yield
Fund, a series of the Trust, of the assets of Kemper High Yield Fund II, a
series of Kemper Income Trust, 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 High Yield Fund II 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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