EXHIBIT 11

                        DECHERT PRICE & RHOADS LETTERHEAD

                                 March 3, 2000

Scudder Tax Free Trust on behalf of
Scudder Medium Term Tax Free Fund
Two International Place
Boston, Massachusetts 02110-4103

Dear Sirs:

      We have acted as counsel to Scudder Tax Free 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 S shares of beneficial interest by the Trust in
connection with the acquisition by Scudder Medium Term Tax Free Fund, a series
of the Trust, of the assets of Scudder Limited Term Tax Free Fund, a series of
the Trust, 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 S
shares of beneficial interest of the Trust being registered under the
Securities Act of 1933 in the Registration Statement, subject to the creation
of the Class S shares in accordance with the laws of the Commonwealth of
Massachusetts, will be legally and validly issued, fully paid and
non-assessable by the Trust, upon transfer of the assets of Scudder Limited
Term Tax Free 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 PRICE & RHOADS


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