[WILLKIE FARR & GALLAGHER LETTERHEAD]

August 15, 2002



Scudder Municipal Trust
Two International Place
Boston, Massachusetts  02110

         Re:      Post-Effective Amendment No. 49 to Registration Statement
                  (Securities Act File No. 2-57139; Investment Company Act
                  File No. 811-2671)
                  --------------------------------------------------------------

Ladies and Gentlemen:

You have requested us, as counsel to Scudder Municipal Trust (the "Trust"), a
business trust organized under the laws of the Commonwealth of Massachusetts, to
furnish you with this opinion in connection with the Trust's filing of
Post-Effective Amendment No. 49 to its Registration Statement on Form N-1A (the
"Amendment").

As to the various questions of fact material to the opinion expressed herein we
have relied upon and assumed the genuineness of the signatures on, the
conformity to originals of, and the authenticity of, all documents, including
but not limited to certificates of officers of the Trust, submitted to us as
originals or copies, which facts we have not independently verified. We have
also examined such other records, documents, papers, statutes and authorities as
we have deemed necessary to form a basis for the opinion hereinafter expressed.
Capitalized terms used herein but not otherwise defined have the meanings
ascribed to them in the Amendment.

Based on the foregoing, we are of the opinion that the shares of beneficial
interest of the Trust, when duly sold, issued and paid for in accordance with
the laws of applicable jurisdictions and the terms of the Trust's Prospectus and
Statement of Additional Information included as part of the Amendment, and
assuming at the time of sale such shares will be sold at a sales price in each
case in excess of their par value, will be valid, legally issued, fully paid and
non-assessable. We note, however, that shareholders of a Massachusetts business
trust may under certain circumstances be subject to assessment at the instance
of creditors to pay the obligations of such trust in the event that its assets
are insufficient for the purpose.

We are members of the Bar of the State of New York only and do not opine as to
the laws of any jurisdiction other than those of the United States of America
and the State of New York. We note that we are not licensed to practice law in
the Commonwealth of Massachusetts, and to the extent that any




Scudder Municipal Trust
August 15, 2002
Page 2


opinion expressed herein involves the law of the Commonwealth of Massachusetts,
such opinion should be understood to be based solely upon our review of the
documents referred to above, the published statutes of the Commonwealth of
Massachusetts, and where applicable, published cases, rules or regulations of
regulatory bodies of the Commonwealth of Massachusetts. We assume no obligation
to revise or supplement this opinion should the present laws of such
jurisdictions be changed by legislative action, judicial decision or otherwise.
This opinion is rendered as of the date hereof, and we express no opinion as to,
and disclaim any undertaking or obligation to update this opinion in respect of
changes of circumstances or events which occur subsequent to this date.

We hereby consent to the filing of this opinion as an exhibit to the Amendment.
We are furnishing this opinion solely for your benefit and this opinion may not
be relied upon by any other person without our prior written consent.

Very truly yours,

/s/Willkie Farr & Gallagher