Exhibit EX-99.12.b
[GRAPHIC OMITTED: XXXXXXXX RONON LOGO] Xxxxxxxx Xxxxx Xxxxxxx & Xxxxx, LLP
0000 Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000-0000
Telephone 000.000.0000
Fax 000.000.0000
xxxx.xxxxxxxx.xxx
July 17, 2006
Board of Trustees
Delaware Group Tax-Free Fund
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Board of Trustees
Delaware Investments Municipal Trust
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Re: Agreement and Plan of Reorganization, made as of the 13th day of July,
2006 (the "Agreement"), by Delaware Group Tax-Free Fund, a statutory
trust created under the laws of the State of Delaware, on behalf of
its series, Delaware Tax-Free USA Fund ("Acquiring Fund"), and
Delaware Investments Municipal Trust, a statutory trust created under
the laws of the State of Delaware, on behalf of its series, Delaware
Tax-Free Missouri Insured Fund ("Acquired Fund")
Gentlemen:
You have requested our opinion concerning certain federal income tax
consequences of the reorganization of Acquired Fund (the "Reorganization"),
which will consist of: (i) the acquisition by Acquiring Fund of substantially
all of the property, assets and goodwill of Acquired Fund in exchange solely for
(a) shares of beneficial interest, without par value, of Acquiring Fund - Class
A ("Acquiring Fund Class A Shares"), (b) shares of beneficial interest, without
par value, of Acquiring Fund - Class B ("Acquiring Fund Class B Shares"), (c)
shares of beneficial interest, without par value, of Acquiring Fund - Class C
("Acquiring Fund Class C Shares" and, together with Acquiring Fund Class A
Shares and Acquiring Fund Class B Shares, the "Acquiring Fund Shares" which are
voting securities); (ii) the distribution of (a) Acquiring Fund Class A shares
to the holders of Acquired Fund - Class A shares ("Acquired Fund Class A
Shares"), (b) Acquiring Fund Class B Shares to the holders of Acquired Fund -
Class B Shares ("Acquired Fund Class B Shares"), and (c) Acquiring Fund Class C
Shares to the holders of Acquired Fund - Class C shares ("Acquired Fund Class C
Shares" and, together with Acquired Fund Class A Shares and Acquired Fund Class
B Shares, the "Acquired Fund Shares"), according to their respective interests
in complete liquidation of Acquired Fund; and (iii) the
Board of Trustees, Delaware Group Tax-Fund
Board of Trustees, Delaware Investments Municipal Trust
July 17, 2006
Page 2
dissolution of Acquired Fund as soon as practicable after the closing (the
"Closing"), all upon and subject to the terms and conditions of this Agreement
hereinafter set forth.
In rendering our opinion, we have reviewed and relied upon: (a) the
Agreement, made as of the 13th day of July, 2006, by and between Delaware Group
Tax-Free Fund, on behalf of Acquiring Fund, and Delaware Investments Municipal
Trust, on behalf of Acquired Fund; (b) the proxy materials provided to
shareholders of Acquired Fund in connection with a Special Meeting of
shareholders of Acquired Fund held on June 15, 2006; (c) certain representations
concerning the Reorganization made to us by Delaware Group Tax-Free Fund, on
behalf of Acquiring Fund, and Delaware Investments Municipal Trust, on behalf of
Acquired Fund, in a letter dated July 17, 2006 (the "Representation Letter");
(d) all other documents, financial and other reports and corporate minutes we
deemed relevant or appropriate; and (e) such statutes, regulations, rulings and
decisions as we deemed material in rendering this opinion. All terms used
herein, unless otherwise defined, are used as defined in the Agreement.
For purposes of this opinion, we have assumed that Acquired Fund, on the
Closing of the Reorganization, satisfies, and immediately following the Closing,
Acquiring Fund will continue to satisfy, the requirements of Subchapter M of the
Internal Revenue Code of 1986, as amended (the "Code"), for qualification as a
regulated investment company.
Based on the foregoing, and provided the Reorganization is carried out in
accordance with the applicable laws of the State of Delaware, the terms of the
Agreement and the statements in the Representation Letter with regard to matters
of fact, it is our opinion that:
1. The acquisition by Acquiring Fund of substantially all of the assets of
Acquired Fund as provided for in the Agreement in exchange solely for Acquiring
Fund Shares, followed by the distribution by Acquired Fund to its shareholders
of Acquiring Fund Shares in complete liquidation of Acquired Fund, will qualify
as a reorganization within the meaning of Section 368(a)(1) of the Code, and
Acquired Fund and Acquiring Fund each will be a "party to the reorganization"
within the meaning of Section 368(b) of the Code.
2. No gain or loss will be recognized by Acquired Fund upon the transfer of
substantially all of its assets to Acquiring Fund in exchange solely for
Acquiring Fund Shares pursuant to Section 361(a) and Section 357(a) of the Code.
3. No gain or loss will be recognized by Acquiring Fund upon the receipt by
it of substantially all of the assets of Acquired Fund in exchange solely for
Acquiring Fund Shares pursuant to Section 1032(a) of the Code.
4. No gain or loss will be recognized by Acquired Fund upon the
distribution of Acquiring Fund Shares to its shareholders in complete
liquidation of Acquired Fund (in pursuance of the Agreement) pursuant to Section
361(c)(1) of the Code.
5. The basis of the assets of Acquired Fund received by Acquiring Fund will
be the same as the basis of these assets to Acquired Fund immediately prior to
the exchange pursuant to Section 362(b) of the Code.
Board of Trustees, Delaware Group Tax-Fund
Board of Trustees, Delaware Investments Municipal Trust
July 17, 2006
Page 3
6. The holding period of the assets of Acquired Fund received by Acquiring
Fund will include the period during which such assets were held by Acquired Fund
pursuant to Section 1223(2) of the Code.
7. No gain or loss will be recognized by the shareholders of Acquired Fund
upon the exchange of their Acquired Fund Shares for Acquiring Fund Shares
(including fractional shares to which they may be entitled), pursuant to Section
354(a) of the Code.
8. The basis of Acquiring Fund Shares received by the shareholders of
Acquired Fund (including fractional shares to which they may be entitled) will
be the same as the basis of Acquired Fund Shares exchanged therefor pursuant to
Section 358(a)(1) of the Code.
9. The holding period of Acquiring Fund Shares received by the shareholders
of Acquired Fund (including fractional shares to which they may be entitled)
will include the holding period of Acquired Fund Shares surrendered in exchange
therefor, provided that Acquired Fund Shares were held as a capital asset on the
Closing of the Reorganization pursuant to Section 1223(1) of the Code.
10. Acquiring Fund will succeed to and take into account, as of the date of
the transfer as defined in Section 1.381(b)-1(b) of the income tax regulations
issued by the United States Department of the Treasury (the "Treasury
Regulations"), the items of Acquired Fund described in Section 381(c) of the
Code, subject to the conditions and limitations specified in Sections 381, 382,
383 and 384 of the Code and the Treasury Regulations.
Our opinion is based upon the Code, the applicable Treasury Regulations,
the present positions of the Internal Revenue Service (the "Service") as are set
forth in published revenue rulings and revenue procedures, present
administrative positions of the Service, and existing judicial decisions, all of
which are subject to change either prospectively or retroactively. We do not
undertake to make any continuing analysis of the facts or relevant law following
the Closing of the Reorganization.
Our opinion is conditioned upon the performance by Delaware Group Tax-Free
Fund, on behalf of Acquiring Fund, and Delaware Investments Municipal Trust, on
behalf of Acquired Fund, of their undertakings in the Agreement and the
Representation Letter. Our opinion is limited to the transactions incident to
the Reorganization described herein, and no opinion is rendered with respect to
(i) any other transaction or (ii) the effect, if any, of the Reorganization
(and/or the transactions incident thereto) on any other transaction and/or the
effect, if any, of any such other transaction on the Reorganization.
This opinion is being rendered to Delaware Group Tax-Free Fund, on behalf
of Acquiring Fund, and Delaware Investments Municipal Trust, on behalf of
Acquired Fund, and may be relied upon only by such funds and the shareholders of
each. We hereby consent to the use of this opinion as an exhibit to the
Registration Statement of Acquiring Fund on Form N-14,
Board of Trustees, Delaware Group Tax-Fund
Board of Trustees, Delaware Investments Municipal Trust
July 17, 2006
Page 4
and any amendments thereto, covering the registration of the shares of Acquiring
Fund under the Securities Act of 1933, as amended, to be issued in the
Reorganization.
Very truly yours,
XXXXXXXX, XXXXX, XXXXXXX & XXXXX, LLP
By: /s/ Xxxxxxx X. Xxxxxxx, III
Xxxxxxx X. Xxxxxxx, III, a partner
