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Exhibit 11
DECHERT LETTERHEAD
December 28, 2000
Scudder Portfolio Trust
on behalf of
Scudder High Yield Bond Fund
Two International Place
Boston, Massachusetts 02110-4103
Dear Sirs:
We have acted as counsel to Scudder Portfolio Trust, 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 A, Class B and Class C shares of beneficial
interest by the Trust in connection with the acquisition by Scudder High Yield
Bond Fund, a series of the Trust, of the assets of Kemper High Yield Opportunity
Fund, a series of Kemper High Yield Series, 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 A,
Class B and Class C 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 Kemper High Yield Opportunity 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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