EXHIBIT 12
July 31, 2000
Scudder Massachusetts Tax Free Fund
Two International Place
Boston, Massachusetts 02110-4103
Scudder Massachusetts Limited Term Tax Free Fund
Two International Place
Boston, Massachusetts 02110-4103
Ladies and Gentlemen:
You have asked us for our opinion concerning certain federal income tax
consequences to (a) Scudder State Tax Free Trust, a Massachusetts business trust
(the "Trust"), on behalf of each Scudder Massachusetts Limited Term Tax Free
Fund (the "Acquired Fund"), and Scudder Massachusetts Tax Free Fund (the
"Acquiring Fund"), each a separate series of the Trust, and (b) holders of
shares of beneficial interest in the Acquired Fund ("Acquired Fund
Shareholders") when Acquired Fund Shareholders receive voting shares of
beneficial interest of the Acquiring Fund (the "Acquiring Fund Shares") in
exchange for their interests in the Acquired Fund pursuant to an acquisition by
the Acquiring Fund of all or substantially all of the assets of the Acquired
Fund in exchange for the Acquiring Fund Shares and the assumption by the
Acquiring Fund of all of the liabilities of the Acquired Fund (the
"Reorganization"), all pursuant to that certain Agreement and Plan of
Reorganization (the "Plan"), dated July 31, 2000 (the "Effective Date'), between
and among the Acquired Fund, the Acquiring Fund, and the Trust.
We have reviewed such documents and materials as we have considered necessary
for the purpose of rendering this opinion. In rendering this opinion, we have
assumed that such documents as yet unexecuted will, when executed, conform in
all material respects to the proposed forms of such documents that we have
examined. In addition, we have assumed the genuineness of all signatures, the
capacity of each party executing a document to so execute that document, the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all documents submitted to us as certified or photostatic
copies.
We have made inquiry as to the underlying facts which we considered to be
relevant to the conclusions set forth in this letter. The opinions expressed in
this letter are based upon certain factual statements relating to the Acquired
Fund and the Acquiring Fund set forth in the Registration Statement on Form N-14
(the "Acquiring Fund Registration Statement") filed by the Acquiring Fund with
the Securities and Exchange Commission and
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representations made in letters from the Acquired Fund and the Acquiring Fund
addressed to us for our use in rendering this opinion. We have no reason to
believe that these representations and facts are not valid, but we have not
attempted to verify independently any of these representations and facts, and
this opinion is based upon the assumption that each of them is accurate.
Capitalized terms used herein and not otherwise defined shall have the meaning
given them in the Registration Statement.
The conclusions expressed herein are based upon the Internal Revenue Code of
1986, as amended (the "Code"), Treasury regulations issued thereunder, published
rulings and procedures of the Internal Revenue Service and judicial decisions,
all as in effect on the date of this letter.
Based upon the foregoing, we are of the opinion that for federal income tax
purposes:
(a) the transfer of all or substantially all of the Acquired
Fund's assets in exchange for the Acquiring Fund Shares and
the assumption by the Acquiring Fund of the liabilities of the
Acquired Fund, and the distribution of such Acquiring Fund
Shares to shareholders of the Acquired Fund in exchange for
their shares of the Acquired Fund, will constitute a
"reorganization" within the meaning of Section 368(a)(1) of
the Code, and the Acquiring Fund and the Acquired Fund are
each a "party to a reorganization" within the meaning of
Section 368(b) of the Code;
(b) no gain or loss will be recognized by the Acquiring Fund on
the receipt of the assets of the Acquired Fund in exchange for
the Acquiring Fund Shares and the assumption by the Acquiring
Fund of all of the liabilities of the Acquired Fund;
(c) no gain or loss will be recognized by the Acquired Fund upon
the transfer of the Acquired Fund's assets to the Acquiring
Fund in exchange for the Acquiring Fund Shares and the
assumption by the Acquiring Fund of liabilities of the
Acquired Fund or upon the distribution (whether actual or
constructive) of the Acquiring Fund Shares to the Acquired
Fund's Shareholders in exchange for their shares of the
Acquired Fund;
(d) no gain or loss will be recognized by shareholders of the
Acquired Fund upon the exchange of their shares of the
Acquired Fund for the Acquiring Fund Shares or upon the
assumption by the Acquiring Fund of liabilities of the
Acquired Fund;
(e) the aggregate tax basis for the Acquiring Fund Shares received
by each of the Acquired Fund's shareholders pursuant to the
Acquisition will be the same as the aggregate tax basis of the
shares of the Acquired Fund held by such shareholder
immediately prior to the Acquisition, and the holding period
of the Acquiring Fund Shares to be received by each Acquired
Fund Shareholder will include the period during which the
shares of the Acquired Fund exchanged therefor were held by
such shareholder (provided that the Acquired Fund shares were
held as capital assets on the date of the Acquisition); and
(f) the tax basis of the Acquired Fund's assets acquired by the
Acquiring Fund will be the same as the tax basis of such
assets to the Acquired Fund immediately prior to the
Acquisition, and the holding period of the assets of the
Acquired Fund in the hands of the Acquiring Fund will include
the period during which those assets were held by the Acquired
Fund.
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Very truly yours,
/s/ Willkie Farr & Gallagher
