EXHIBIT 16.11a



                                    February __, 2002



State Street Research Tax-Exempt
  Trust, on behalf of its New York
  Tax-Free Fund series

State Street Research Tax-Exempt
  Trust, on behalf of its Tax-Exempt
  Fund series
One Financial Center
Boston, MA  02111


Ladies and Gentlemen:

         You have requested our opinion in connection with the acquisition as
contemplated by the Agreement and Plan of Reorganization, dated as of ________,
2001 (the "AGREEMENT"), by and between State Street Research Tax-Exempt Trust, a
Massachusetts business trust ( the "TRUST"), on behalf of its State Street
Research New York Tax-Free Fund series (the "ACQUIRED FUND"), and the Trust on
behalf of its Tax-Exempt Fund series (the "ACQUIRING FUND") (the
"REORGANIZATION"). This opinion is delivered to you pursuant to Sections 8(c)
and 9(d) of the Agreement. Capitalized terms used herein but not defined shall
have the meanings ascribed to them in the Agreement.

         In connection with this opinion, we have examined the executed copies
of the Agreement; copies of the minutes of the meetings of the Trustees of the
Trust held on , 2001 and on ______, 2001, as certified by the Secretary of the
Trust; copies of the minutes of the meeting of the shareholders of the Trust
held on , 2001 as certified by the Secretary of the Trust; the Second Amended
and Restated Master Trust Agreement of the Trust, as amended, on file in the
offices of the Secretary of State of The Commonwealth of Massachusetts and the
Clerk of the City of Boston (the "DECLARATION OF TRUST") and as certified by the
Secretary of the Trust; a copy of the By-laws of the Trust, as amended,
certified by the Secretary of the Trust; a certificate of the Secretary of State
of The Commonwealth of Massachusetts, dated , certifying as to the existence of
the Trust; a certificate of the Treasurer of the Trust as to the receipt by the
Trust of proper consideration for the issuance of the Merger Shares; an
affidavit of an officer of PFPC Global Fund Services to the effect that it
completed the initial mailing, on or about




                                       2                      February __, 2002


________, 2001, of the Prospectus/Proxy Statement (as defined below); and such
other documents, certificates and records as we have deemed necessary for the
purpose of this opinion.

         We have assumed the genuineness of the signatures on all documents
examined by us, the authenticity of all documents submitted to us as originals,
and the conformity to their corresponding originals of all documents submitted
to us as copies. We have also assumed that each of (i) the Prospectus; (ii) the
Registration Statement of the Trust on Form N-14 as filed with the Securities
Exchange Commission ("SEC") on October __, 2001 (the "REGISTRATION STATEMENT")
and as amended by Pre-effective Amendment No. __ filed with the SEC on October
__, 2001; and (iii) the proxy statement of the Acquired Fund, relating to the
meeting of the Trust's shareholders to be held on February __, 2002 to consider
the Reorganization (the "PROSPECTUS/PROXY STATEMENT") and the related soliciting
materials and statement of additional information as filed with the SEC on
October __, 2001, complies and complied at all relevant times with the
Securities Act of 1933, as amended (the "1933 ACT"), the Securities Exchange Act
of 1934, as amended (the "1934 ACT"), and the Investment Company Act of 1940, as
amended (the "1940 ACT").

         We express no opinion as to the laws of any jurisdiction other than The
Commonwealth of Massachusetts and the United States of America. Further, we
express no opinion as to the state securities or blue sky laws of any
jurisdiction, including The Commonwealth of Massachusetts.

         Based upon and subject to the foregoing, we are of the opinion that:


                                       3                      February __, 2002

     1. The Trust is a duly formed and validly existing unincorporated voluntary
association with transferable shares existing under and by virtue of the laws of
The Commonwealth of Massachusetts and has the power to own all of its properties
and to carry on its business as presently conducted.

     2. The Agreement has been duly authorized, executed, and delivered by the
Trust on behalf of the Acquired Fund and the Acquiring Fund and is a valid and
binding obligation of the Trust on behalf of the Acquired Fund and of the Trust
on behalf of the Acquiring Fund.

     3. The Trust, on behalf of the Acquired Fund, has the power to sell,
assign, convey, transfer, and deliver the assets contemplated by the Agreement
and, upon consummation of the transactions contemplated by the Agreement in
accordance with the terms of the Agreement, the Acquired Fund will have duly
sold, assigned, conveyed, transferred, and delivered such assets to the
Acquiring Fund.

     4. The execution and delivery of the Agreement by the Trust on behalf of
the Acquired Fund and by the Trust on behalf of the Acquiring Fund did not, and
the consummation of the Acquisitions will not, violate the Declaration of Trust
or By-laws or any provision of any agreement known to us as counsel to the Trust
to which the Trust on behalf of the Acquiring Fund or the Trust on behalf of the
Acquired Fund is a party or by which it is bound.

     5. To our knowledge, no consent, approval, authorization, or order of any
court or governmental authority is required for the consummation by the Trust on
behalf of the Acquired Fund or the Acquiring Fund of the transactions
contemplated by the Agreement, except such as have been obtained under the 1933
Act, the 1934 Act, and the 1940 Act and such as may be required under state
securities or blue sky laws.

     6. The Registration Statement has become effective under the 1933 Act, and
to the best of our knowledge as counsel to the Trust, no stop order suspending
the effectiveness of the Registration Statement has been issued, and no
proceedings for that purpose have been instituted or are pending or contemplated
under the 1933 Act.

     7. The Merger Shares are duly authorized and upon delivery to the Acquired
Fund as provided for by the Agreement will be validly issued, fully paid and
nonassessable by the Trust and the Acquiring Fund and no shareholder of the
Acquiring Fund has any preemptive right to subscription or purchase in respect
thereof.

         The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders of the Trust could, under
certain circumstances, be held personally liable for the obligations of the
Trust. However, the Declaration of Trust disclaims shareholder liability for
acts or obligations of the Trust and requires that the notice of such disclaimer
be given in each agreement, obligation or instrument entered into or executed by
the Trust. The Declaration of Trust provides for indemnification out of the
property of the Acquired Fund and the Acquiring Fund for all loss and expense of
any shareholder held personally liable for the obligations of the Trust solely
by reason of being or having been a shareholder of the



                                       4                      February __, 2002


Acquired Fund or the Acquiring Fund. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is limited to
circumstances in which the Acquired Fund or the Acquiring Fund itself would be
unable to meet its obligations.

         This opinion is furnished by us solely for your benefit and, except as
expressly consented to by us in writing, may not be relied upon by any other
entity or individual.

                                                     Very truly yours,



                                                     Ropes & Gray