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EXHIBIT 11
DECHERT LETTERHEAD
December 20, 2000
Scudder Portfolio Trust
on behalf of
Scudder Income 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, Class C and Class I shares of
beneficial interest by the Trust in connection with the acquisition by Scudder
Income Fund, a series of the Trust, of the assets of Kemper Income and Capital
Preservation Fund, 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, Class C and Class I 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 Income and Capital Preservation 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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