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Exhibit 11
DECHERT LETTERHEAD
January 5, 2001
Kemper State Tax-Free Income Series
on behalf of
Kemper New York Tax-Free Income Fund
222 South Riverside Plaza
Chicago, Illinois 60606
Dear Sirs:
We have acted as counsel to Kemper State Tax-Free Income 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 S shares of beneficial interest
by the Trust in connection with the acquisition by Kemper New York Tax-Free
Income Fund, a series of the Trust, of the assets of Scudder New York Tax Free
Fund, a series of Scudder State Tax Free 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 S
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
Scudder New York Tax Free Fund 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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