Exhibit (i)
[DECHERT PRICE & RHOADS LETTERHEAD]
July 17, 2000
Scudder Income Trust
Two International Place
Boston, MA 02110-4103
Re: Post-Effective Amendment No. 31 to the Registration Statement
on Form N-1A (SEC File No. 2-91577)
Ladies and Gentlemen:
Scudder Income Trust (the "Trust") (formerly AARP Income
Trust) is a trust created under a written Declaration of Trust dated June 8,
1984. The Declaration of Trust, as amended from time to time, is referred to as
the "Declaration of Trust." The beneficial interest under the Declaration of
Trust is represented by transferable shares with a par value of $.01 per share
(the "Shares"). The Trustees have the powers set forth in the Declaration of
Trust, subject to the terms, provisions and conditions therein provided.
We are of the opinion that all legal requirements have been
complied with in the creation of the Trust and that said Declaration of Trust is
legal and valid.
Under Article V, Section 5.4 of the Declaration of Trust, the
Trustees are empowered, in their discretion, from time to time, to issue Shares
for such amount and type of consideration, at such time or times and on such
terms as the Trustees may deem best. Under Article V, Section 5.1, it is
provided that the number of Shares authorized to be issued under the Declaration
of Trust is unlimited. Under Article V, Section 5.11, the Trustees may authorize
the division of Shares into two or more series and may also authorize the
division of Shares of series of the Trust into two or more classes. By written
instruments, the Trustees have from time to time established various series of
the Trust and various classes of the series. The Shares are currently divided
into one series, Scudder GNMA Fund (formerly AARP GNMA and U.S.
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Scudder Income Trust
July 17, 2000
Page 2
Treasury Fund) (the "Fund"). Currently, the Shares of the Fund are divided into
two classes.
By votes adopted on March 2, 2000, December 15, 1999 and
December 16, 1998, the Trustees of the Trust authorized the President, any Vice
President, the Secretary and the Treasurer, from time to time, to cause to be
registered with the Securities and Exchange Commission an indefinite number of
Shares of each series of the Trust and to cause such Shares to be offered and
sold to the public.
We understand that you are about to file with the Securities
and Exchange Commission, on Form N-1A, Post-Effective Amendment No. 31 to the
Trust's Registration Statement (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), in connection with
the continuous offering of the Shares of the Fund. We understand that our
opinion is required to be filed as an exhibit to the Registration Statement.
We are of the opinion that all necessary Trust action
precedent to the issue of the Shares of the Funds has been duly taken, and that
all such Shares may be legally and validly issued for cash, and when sold will
be fully paid and non-assessable by the Trust upon receipt by the Trust or its
agent of consideration for such Shares in accordance with the terms in the
Registration Statement, subject to compliance with the Securities Act, the
Investment Company Act of 1940, as amended, and applicable state laws regulating
the sale of securities.
We consent to your filing this opinion with the Securities and
Exchange Commission as an Exhibit to Post-Effective Amendment No. 31 to the
Registration Statement.
Very truly yours,
/s/DECHERT PRICE & RHOADS
