Stradley Ronon Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103-7098
Telephone: (215) 564-8000
December 15, 2008
Board of Trustees
Delaware Group Income Funds
on behalf of Delaware High-Yield Opportunities Fund
2005 Market Street
Philadelphia, PA 19103-7094
Subject: Registration Statement on Form N-14
Ladies and Gentlemen:
We have acted as counsel to Delaware Group Income Funds, a Delaware statutory trust (the “Trust”), in connection with the preparation and filing with the U.S. Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form N-14 (the “Registration Statement”) under the Securities Act of 1933, as amended. The purpose of the Registration Statement is to register shares to be issued by Delaware High-Yield Opportunities Fund (the “Acquiring Fund”), a series of the Trust, in connection with the acquisition of substantially all of the assets of Delaware Delchester Fund, a series of the Trust, by and in exchange for Class A, Class B, Class C, Class R and Institutional Class shares of beneficial interest, without par value, of the Acquiring Fund.
We have reviewed the Trust’s Agreement and Declaration of Trust and By-laws, resolutions adopted by the Trust’s Board of Trustees in connection with the Transaction, the form of Plan of Reorganization for the Transaction, which was approved by the Trust’s Board of Trustees (the “Plan”), and such other legal and factual matters as we have deemed appropriate.
This opinion is based exclusively on the provisions of the Delaware Statutory Trust Act governing the issuance of the shares of the Trust, and does not extend to the securities or “blue sky” laws of the State of Delaware or other States.
We have assumed the following for purposes of this opinion:
1. The Shares of the Acquiring Fund will be issued in accordance with the Trust’s Agreement and Declaration of Trust and By-laws, the Plan, and resolutions of the Trust’s Board of Trustees relating to the creation, authorization and issuance of shares and the Transaction.
2. The Shares will be issued against payment therefor as described in the Prospectus/Proxy Statement, the Statement of Additional Information relating thereto included in the Registration Statement, and the Plan, and that such payment will have been at least equal to the net asset value of such Shares.
On the basis of the foregoing, it is our opinion that, when issued and paid for upon the terms provided in the Registration Statement and the Plan, the Shares to be issued pursuant to the Registration Statement will be validly issued, fully paid and non-assessable.
Board of Trustees
Delaware Group Income Funds
December 15, 2008
Page 2
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement.
Very truly yours,
STRADLEY RONON STEVENS & YOUNG, LLP
By: /s/ Michael D. Mabry
Michael D. Mabry, a Partner
