Exhibit No. EX-99.11.a
[SRSY LOGO]
STRADLEY RONON STEVENS & YOUNG, LLP
2600 One Commerce Square
Philadelphia, PA 19103-7098
Telephone: (215) 564-8000
February 28, 2007
Board of Trustees
Delaware Group Tax-Free Fund
2005 Market Street
Philadelphia, PA 19103
Subject: Registration Statement on Form N-14
Ladies and Gentlemen:
We have acted as counsel to Delaware Group Tax-Free Fund, 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 in connection with the acquisition of
substantially all of the assets of Delaware Tax-Free Florida Insured Fund, a
series of Delaware Investments Municipal Trust, by and in exchange for Class A,
Class B and Class C shares (the "Shares") of Delaware Tax-Free USA Fund (the
"Acquiring Fund"), a series of the Trust (the "Transaction").
We have reviewed the Trust's Agreement and Declaration of Trust, By-laws
and resolutions adopted by the Trust's Board of Trustees in connection with the
Transaction, as well as 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, By-laws and resolutions of the
Trust's Board of Trustees relating to the creation, authorization and issuance
of shares.
2. The Shares will be issued against payment therefor as described in the
Proxy Statement/Prospectus and Statement of Additional Information relating
thereto included in the Registration Statement, and that such payment will have
been at least equal to the net asset value.
On the basis of the foregoing, it is our opinion that, when issued and paid
for upon the terms provided in the Registration Statement, the Shares to be
issued pursuant to the Registration Statement will be validly issued, fully paid
and non-assessable.
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/Kristin H. Ives
Kristin H. Ives, a Partner
