BUTZEL LONG, a professional corporation
                               380 Madison Avenue,
                                   22nd Floor
                               New York, NY 10017

                               Tel: (212) 818-1110
                               FAX: (212) 818-0494
                           e-mail: barrett@butzel.com


                                         April 29, 2008


Churchill Tax-Free Trust
380 Madison Avenue, Suite 2300
New York, New York 10017


Ladies and Gentlemen:

         You have requested that we render an opinion to Churchill Tax-Free
Trust (the "Trust") with respect post-effective amendment No. 30 (the
"Amendment") to the Registration Statement of the Trust under the Securities Act
of 1933 (the "1933 Act") and No. 31 under the Investment Company Act of 1940
(the "1940 Act") which you propose to file with the Securities and Exchange
Commission (the "Commission").

         We have examined originals or copies, identified to our satisfaction as
being true copies, of those corporate records of the Trust, certificates of
public officials, and other documents and matters as we have deemed necessary
for the purpose of this opinion. We have assumed without independent
verification the authenticity of the documents submitted to us as originals and
the conformity to the original documents of all documents submitted to us as
copies.

         Upon the basis of the foregoing and in reliance upon such other matters
as we deem relevant under the circumstances, it is our opinion that the Class A
Shares, Class C Shares, Class Y Shares and Class I Shares of the Trust as
described in the Amendment, when issued and paid for in accordance with the
terms set forth in the prospectus and statement of additional information of the
Trust forming a part of its then effective Registration Statement as heretofore,
herewith and hereafter amended, will be duly issued, fully-paid and
non-assessable to the extent set forth therein.

         This letter is furnished to you pursuant to your request and to the
requirements imposed upon you under the 1933 Act and 1940 Act and is intended
solely for your use for the purpose of completing the filing of the Amendment
with the Commission. This letter may not be used for any other purpose or
furnished to or relied upon by any other persons, or included in any filing made
with any other regulatory authority, without our prior written consent.

         We hereby consent to the filing of this opinion with the Amendment.



                                             Very truly yours,

                                             BUTZEL LONG,
                                             a professional corporation


                                                  /s/W.L.D. Barrett
                                             By:__________________________
                                                      W.L.D. Barrett