June 30, 1999



Scudder Municipal Trust
  Scudder Managed Municipal Bonds
Two International Place
Boston, Massachusetts  02110

Ladies and Gentlemen:

We have acted as counsel to Scudder Managed Municipal Bonds ("Municipal
Bonds"), a series of Scudder Municipal Trust, a Massachusetts business trust
("Municipal Trust"), in connection with the proposed acquisition by Municipal
Bonds of all or substantially all of the assets and liabilities of Scudder
Pennsylvania Tax Free Fund (Tax Free"), a series of Scudder State Tax Free
Trust ("State Trust"), in exchange for shares of beneficial interest of
Municipal Bonds (the "Shares"), pursuant to an Agreement and Plan of
Reorganization, dated as of June 30, 1999, executed by Municipal Trust, on
behalf of Municipal Bonds, and by State Trust, on behalf of Tax Free (the
"Plan").

We have examined Municipal Trust's Registration Statement on Form N-14
substantially in the form in which it is to become effective (the "Registration
Statement"), Municipal Trust's Declaration of Trust and Bylaws, and the Plan.

We have also examined and relied upon other documents and certificates with
respect to factual matters as we have deemed necessary to render the opinions
expressed herein. We have assumed, without independent verification, the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity with originals of all documents submitted to us
as copies. We have further assumed that the Plan constitutes the legal, valid
and binding obligation of each of State Trust and Tax Free, enforceable against
each of State Trust and Tax Free in accordance with its terms.

We are members of the bar of the State of New York and do not purport to be
experts on, or to express any opinion herein, concerning any law, other than the
laws of the State of New York and the federal laws of the United States of
America. Anything in this opinion to the contrary notwithstanding, we render or
imply no opinion with respect to compliance with any



applicable securities or anti-fraud statutes, rules, regulations or other
similar laws of any state (including The Commonwealth of Massachusetts) or the
United States of America. In rendering the opinions herein, we assume that there
will be no material changes in the facts and conditions on which we base such
opinions between the date hereof and the time of issuance of Municipal Bonds'
Shares pursuant to the Plan.

Based upon the foregoing, we are of the opinion that:

         (a)      Municipal Trust is duly organized and validly existing under
                  the laws of The Commonwealth of Massachusetts;

         (b)      The Shares of Municipal Bonds to be issued as contemplated in
                  the Plan have been duly authorized, and, subject to the
                  receipt by Municipal Bonds of consideration equal to the net
                  asset value thereof (but in no event less than the par value
                  thereof), when issued in accordance with the Plan, will be
                  validly issued, fully paid and nonassessable Shares of
                  Municipal Bonds under the laws of The Commonwealth of
                  Massachusetts.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, to the references to us in the Prospectus/Proxy
Statement included as part of the Registration Statement and to the filing of
this opinion as an exhibit to any application made by or on behalf of Municipal
Trust on behalf of Municipal Bonds or any distributor or dealer in connection
with the registration or qualification of Municipal Bonds or the Shares under
the securities laws of any state or other jurisdiction.

This opinion is furnished by us as counsel to Municipal Bonds, is solely for the
benefit of Municipal Trust and its Trustees and its officers in connection with
the above described acquisition of assets and may not be relied upon for any
other purpose or by any other person.

Very truly yours,

/s/ Willkie Farr & Gallagher