Exhibit (i)
VEDDER PRICE
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
222 NORTH LASALLE STREET
CHICAGO, ILLINOIS 60601-1003
312-609-7500
FACSIMILE: 312-609-5005
A PARTNERSHIP INCLUDING VEDDER, PRICE,
KAUFMAN & KAMMHOLZ, P.C.
WITH OFFICES IN CHICAGO AND NEW YORK CITY
July 20, 2000
Cash Account Trust
222 South Riverside Plaza
Chicago, Illinois 60606
Ladies and Gentlemen:
Reference is made to Post-Effective Amendment No. 20 to the
Registration Statement on Form N-1A under the Securities Act of 1933 being filed
by Cash Account Trust (the "Fund") in connection with the public offering from
time to time of units of beneficial interest, no par value ("Shares"), in the
Money Market Portfolio, the Government Securities Portfolio and the Tax-Exempt
Portfolio (each, a "Portfolio" and collectively, the "Portfolios"). The Money
Market Portfolio has four classes of Shares as follows: Service Shares, Premium
Reserve Money Market Shares, Institutional Money Market Shares and Premier Money
Market Shares-Money Market Portfolio. The Government Securities Portfolio has
two classes of Shares as follows: Service Shares and Premier Money Market
Shares-Government Portfolio. The Tax-Exempt Portfolio has four classes of Shares
as follows: Service Shares, Tax-Exempt Cash Managed Shares, Scudder Tax-Exempt
Cash Institutional Shares and Premier Money Market Shares-Tax-Exempt 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 March 17, 1990, the
Establishment and Designation of Classes of Shares of Beneficial Interest dated
November 17, 1998, the Establishment and Designation of Classes of Shares of
Beneficial Interest dated September 28, 1999, the Amended and Restated
Establishment and Designation of Additional Class of Shares of Beneficial
Interest dated November 16, 1999 for the Tax-Exempt Portfolio, the Establishment
and Designation of Classes of Shares of Beneficial Interest dated November 16,
1999 for the Money Market Portfolio, and the Establishment and Designation of
Classes of Shares of Beneficial Interest dated November 16, 1999 for the
Government Securities Portfolio, and the By-Laws of the Fund adopted November
28, 1989, 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 November 28, 1989, March 17, 1990, November 17, 1998, September 28,
1999, November 16, 1999
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VEDDER PRICE
Cash Account Trust
July 20, 2000
Page 2
and March 21, 2000, 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 transferrable 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 Amended and Restated 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 (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 any
Portfolio. However, the Amended and Restated Agreement and Declaration of Trust
disclaims shareholder liability for acts and obligations of the Fund or of a
particular 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 Amended and Restated
Agreement and Declaration of Trust provides for indemnification out of the
property of a particular 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 the relevant
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,
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
/s/ VEDDER, PRICE, KAUFMAN & KAMMHOLZ
DAS/COK
