Exhibit (i)
[DECHERT PRICE & RHOADS LETTERHEAD]
July 17, 2000
Investment Trust
Two International Place
Boston, Massachusetts 02110
Re: Post-Effective Amendment No. 119 to the Registration Statement
on Form N-1A (SEC File No. 2-13628)
Ladies and Gentlemen:
Investment Trust, formerly Scudder Growth and Income Fund and
then Scudder Investment Trust, (the "Trust") is a trust created under a written
Declaration of Trust dated September 20, 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, $.01 par value per share ("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 nine series (the "Funds"). Currently, the Shares of six of the Funds are
divided into two or more classes.
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Investment Trust
July 17, 2000
Page 2
By votes adopted on March 14, 2000 and February 7, 2000 and on
December 15, 1999 and December 16, 1998 (when the two Funds to which Post
Effective Amendment No. 119 applies were series of AARP Growth Trust), the
Trustees of the Trust authorized the President, any Vice President, the
Secretary and the Treasurer, from time to time, to determine the appropriate
number of Shares to be registered, to register with the Securities and Exchange
Commission, and to issue and sell to the public, such Shares.
We understand that you are about to file with the Securities
and Exchange Commission, on Form N-1A, Post Effective Amendment No. 119 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 two Funds: Scudder Capital Growth Fund
and Scudder Small Company Stock 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 Fund named above 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. 119 to the
Registration Statement.
Very truly yours,
/s/DECHERT PRICE & RHOADS
