May 29, 2001





Kemper High Yield Series,
   on behalf of Kemper High Yield Fund
222 South Riverside Plaza
Chicago, Illinois  60606

Kemper Income Trust,
   on behalf of Kemper High Yield Fund II
222 South Riverside Plaza
Chicago, Illinois  60606

Ladies and Gentlemen:

          You have asked us for our opinion  concerning  certain  federal income
tax consequences to (a) Kemper High Yield Series, a Massachusetts business trust
(the  "Acquiring  Trust"),  on behalf of Kemper High Yield Fund (the  "Acquiring
Fund"),  a separate  series of the Acquiring  Trust,  (b) Kemper Income Trust, a
Massachusetts  business trust (the "Acquired  Trust"),  on behalf of Kemper High
Yield Fund II (the "Acquired  Fund"),  a separate  series of the Acquired Trust,
and  (c)  holders  (the  "Acquired  Fund  Shareholders")  of  voting  shares  of
beneficial interest in the Acquired Fund (the "Acquired Fund Shares"), resulting
from the  acquisition by the Acquiring Fund of all or  substantially  all of the
assets of the Acquired Fund in exchange for voting shares of beneficial interest
in the Acquiring  Fund (the  "Acquiring  Fund Shares") and the assumption by the
Acquiring Fund of all of the  liabilities of the Acquired Fund,  followed by the
distribution  of the Acquiring Fund Shares to the Acquired Fund  Shareholders in
liquidation  of the Acquired Fund (the  "Reorganization"),  all pursuant to that
certain Agreement and Plan of Reorganization,  dated as of January 12, 2001 (the
"Reorganization  Agreement"),  by and between the Acquiring  Trust, on behalf of
the Acquiring  Fund, and the Acquired Trust, on behalf of the Acquired Fund. All
terms  used  herein  which  are not  specifically  defined  shall  have the same
meanings as when used in the Reorganization Agreement.

          We have  reviewed such  documents and materials as we have  considered
necessary for the purpose of rendering this opinion.  In rendering this opinion,
we have  assumed that such  documents as yet  unexecuted  will,  when  executed,
conform in all material respects to the proposed forms of such documents that we
have examined.  In addition,  we have assumed the genuineness of all signatures,
the capacity of each party executing a document to so execute that document, the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all documents  submitted to us as certified or photostatic
copies.

          We have made inquiry as to the underlying facts which we considered to
be relevant to the conclusions set forth in this letter.  The opinions expressed
in this  letter  are based  upon  certain  factual  statements  relating  to the
Acquiring  Fund and the  Acquired  Fund that are set  forth in the  Registration
Statement on Form N-14 (the  "Registration  Statement")  filed by the  Acquiring
Trust  on  behalf  of the  Acquiring  Fund  with  the  Securities  and  Exchange
Commission  and  representations  made in letters from the Acquiring  Trust,  on
behalf of the Acquiring  Fund, and the Acquired Trust, on behalf of the Acquired
Fund,  addressed  to us  for  our  use  in  rendering  this  opinion  (the  "Tax
Representation   Letters").   We  have  no  reason   to   believe   that   these
representations  and facts are not valid,  but we have not  attempted  to verify
independently any of these  representations and facts, and this opinion is based
upon the assumption that each of them is accurate.

          The conclusions  expressed  herein are based upon the Internal Revenue
Code  of  1986,  as  amended  (the  "Code"),  Treasury  regulations  promulgated
thereunder, published rulings and procedures of the Internal Revenue Service and
judicial decisions, all as in effect on the date of this letter.

          Based upon the foregoing and subject to the conditions and assumptions
set forth below, we are of the opinion that for federal income tax purposes:

          (i)    the transfer to the Acquiring Fund of all or substantially  all
                 of the  assets of the  Acquired  Fund in  exchange  solely  for
                 Acquiring  Fund Shares and the assumption by the Acquiring Fund
                 of all of the liabilities of the Acquired Fund, followed by the
                 distribution  of the Acquiring Fund Shares to the Acquired Fund
                 Shareholders  in  exchange  for their  Acquired  Fund Shares in
                 complete  liquidation of the Acquired Fund,  will  constitute a
                 "reorganization" within the meaning of Section 368(a)(1) of the
                 Code, and the Acquiring Fund and the Acquired Fund will each be
                 "a party to a  reorganization"  within  the  meaning of Section
                 368(b) of the Code;

          (ii)   no gain or loss will be  recognized  by the Acquired  Fund upon
                 the transfer of all or  substantially  all of its assets to the
                 Acquiring Fund in exchange solely for Acquiring Fund Shares and
                 the assumption by the Acquiring Fund of all of the  liabilities
                 of the Acquired Fund or upon the  distribution of the Acquiring
                 Fund Shares to the Acquired Fund  Shareholders  in exchange for
                 their Acquired Fund Shares;

          (iii)  the basis of the  assets of the  Acquired  Fund in the hands of
                 the Acquiring Fund will be the same as the basis of such assets
                 of the Acquired Fund immediately prior to the transfer;

          (iv)   the holding  period of the assets of the  Acquired  Fund in the
                 hands of the  Acquiring  Fund will  include  the period  during
                 which such assets were held by the Acquired Fund;

          (v)    no gain or loss will be recognized  by the Acquiring  Fund upon
                 the receipt of the assets of the Acquired  Fund in exchange for
                 Acquiring  Fund Shares and the assumption by the Acquiring Fund
                 of all of the liabilities of the Acquired Fund;

          (vi)   no  gain  or  loss  will be  recognized  by the  Acquired  Fund
                 Shareholders  upon the  receipt of the  Acquiring  Fund  Shares
                 solely in exchange  for their  Acquired  Fund Shares as part of
                 the transaction;

          (vii)  the  basis  of the  Acquiring  Fund  Shares  received  by  each
                 Acquired Fund  Shareholder will be the same as the basis of the
                 Acquired Fund Shares exchanged therefor; and

          (viii) the holding  period for the Acquiring  Fund Shares  received by
                 each Acquired Fund  Shareholder will include the holding period
                 during which the Acquired Fund Shares  exchanged  therefor were
                 held,  provided  that at the time of the  exchange the Acquired
                 Fund  Shares  were held as capital  assets in the hands of such
                 Acquired Fund Shareholder.

          Our  opinion  is  based  upon  the  accuracy  of  the  certifications,
representations  and  warranties  and  the  satisfaction  of the  covenants  and
obligations  contained in the Reorganization  Agreement,  the Tax Representation
Letters and in the various other documents related thereto.  Our opinion may not
be relied upon if any such certifications, representations or warranties are not
accurate or if any of such  covenants or  obligations  are not  satisfied in all
material respects.

Very truly yours,




/s/ Willkie Farr & Gallagher