January 18, 2007
Board of Trustees
Voyageur Tax Free Funds
2005 Market Street
Philadelphia, PA 19103
Subject: Pre-Effective Amendment No. 2 to Registration Statement on Form
N-14 Registration No. 333-137048
Ladies and Gentlemen:
We have acted as counsel to Voyageur Tax Free 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 Pre-Effective Amendment
No. 2 (the "Amendment") to the Trust's Registration Statement on Form N-14 (the
"Registration Statement") under the Securities Act of 1933, as amended. The
purpose of the Amendment is to register shares to be issued in connection with
the acquisition of substantially all of the assets of Delaware Tax-Free
Minnesota Insured Fund, a series of Voyageur Insured Funds, by and in exchange
for Class A, Class B and Class C shares (the "Shares") of Delaware Tax-Free
Minnesota 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 Amendment.
Very truly yours,
STRADLEY RONON STEVENS & YOUNG, LLP
BY: /s/Kristin H. Ives
Kristin H. Ives, a Partner
