Exhibit (i)
[VEDDER PRICE LETTERHEAD]
December 18, 2000
Kemper National Tax-Free Income Series
222 South Riverside Plaza
Chicago, Illinois 60606
Ladies and Gentlemen:
Reference is made to Post-Effective Amendment No. 50 to the
Registration Statement on Form N-1A under the Securities Act of 1933 being filed
by Kemper National Tax-Free Income Series (the "Fund") in connection with the
public offering from time to time of units of beneficial interest, no par value
("Shares"), in the Kemper Municipal Bond Fund and Kemper Intermediate Municipal
Bond Fund (each, a "Portfolio" and collectively, the "Portfolios").
We have acted as counsel to the Fund, and in such capacity are familiar
with the Fund's organization and have counseled the Fund regarding various legal
matters. We have examined such Fund records and other documents and certificates
as we have considered necessary or appropriate for the purposes of this opinion.
In our examination of such materials, we have assumed the genuineness of all
signatures and the conformity to original documents of all copies submitted to
us.
Based upon the foregoing and assuming that the Fund's Amended and
Restated Agreement and Declaration of Trust dated May 27, 1994, the Written
Instrument Establishing and Designating Separate Classes of Shares dated May 27,
1994, the Written Instrument Establishing and Designating Kemper Intermediate
Municipal Bond Fund dated October 13, 1994, the Written Instrument Changing the
Name of a Series dated November 1, 1994, the Written Instrument Amending the
Agreement and Declaration of Trust dated November 1, 1994, and the Amended and
Restated Written Instrument Establishing and Designating Separate Classes of
Shares dated March 9, 1996 and the By-Laws of the Fund adopted January 28, 1986,
are presently in full force and effect and have not been amended in any respect
and that the resolutions adopted by the Board of Trustees of the Fund on January
28, 1986, January 14, 1994, March 4 and 5, 1994, July 13, 1994, and March 8 and
9, 1996, relating to organizational matters, securities matters and the issuance
of shares are presently in full force and effect and have not been amended in
any respect, we advise you and opine that (a) the Fund is a validly existing
voluntary association with transferrable shares under the laws of the
Commonwealth of Massachusetts and is authorized to issue an unlimited number of
Shares in the Portfolios; and (b) presently and upon such further issuance of
the Shares in accordance with the Fund's Agreement and Declaration of Trust and
the receipt by the Fund of a purchase price not less than
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December 18, 2000
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the net asset value per Share and when the pertinent provisions of the
Securities Act of 1933 and such "blue-sky" and securities laws as may be
applicable have been complied with, and assuming that the Fund continues to
validly exist as provided in (a) above, the Shares are and will be legally
issued and outstanding, fully paid and nonassessable.
The Fund is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Fund or a
Portfolio. However, the Agreement and Declaration of Trust disclaims shareholder
liability for acts and obligations of the Fund or a Portfolio and requires that
notice of such disclaimer be given in each note, bond, contract, instrument,
certificate share or undertaking made or issued by the Trustees or officers of
the Fund. The Agreement and Declaration of Trust provides for indemnification
out of the property of a Portfolio for all loss and expense of any shareholder
of that Portfolio held personally liable for the obligations of such Portfolio.
Thus, the risk of liability is limited to circumstances in which a Portfolio
would be unable to meet its obligations.
This opinion is solely for the benefit of the Fund, the Fund's Board of
Trustees and the Fund's officers and may not be relied upon by any other person
without our prior written consent. We hereby consent to the use of this opinion
in connection with said Post-Effective Amendment.
Very truly yours,
/s/VEDDER, PRICE, KAUFMAN & KAMMHOLZ
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
DAS/RJM
