Exhibit (i)
[VEDDER PRICE LETTERHEAD]
December 18, 2000
Kemper State Tax-Free Income Series
222 South Riverside Plaza
Chicago, Illinois 60606
Ladies and Gentlemen:
Reference is made to Post-Effective Amendment No. 34 to the
Registration Statement on Form N-1A under the Securities Act of 1933 being filed
by Kemper State 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 California Tax-Free Income Fund, Kemper Florida
Tax-Free Income Fund, Kemper New York Tax-Free Income Fund, and Kemper Ohio
Tax-Free Income 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 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 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 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
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VEDDER PRICE
December 18, 2000
Page 2
(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
