Exhibit (i)
[VEDDER PRICE LETTERHEAD]
December 18, 2000
Kemper Portfolios
222 South Riverside Plaza
Chicago, Illinois 60606
Ladies and Gentlemen:
Reference is made to Post-Effective Amendment No. 38 to the
Registration Statement on Form N-1A under the Securities Act of 1933 being filed
by Kemper Portfolios (the "Fund") in connection with the public offering from
time to time of units of beneficial interest, no par value ("Shares"), in the
Kemper U.S. Mortgage Fund (the "Portfolio").
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 September 10, 1991, as amended
by the Written Instrument Amending the 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 Changing the Name
of Series of the Trust dated May 27, 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 October 10, 1985, 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 October 10, 1985,
January 14, 1994, March 4 and 5, 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 transferable shares under the laws of the Commonwealth of
Massachusetts and is authorized to issue an unlimited number of Shares in the
Portfolio; 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 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
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VEDDER PRICE
December 18, 2000
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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 the
Portfolio. However, the Agreement and Declaration of Trust disclaims shareholder
liability for acts and obligations of the Fund or the 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 the Portfolio for all loss and expense of
any shareholder of the Portfolio held personally liable for the obligations of
such Portfolio. Thus, the risk of liability is limited to circumstances in which
the 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
