Exhibit EX-99.12.b


[GRAPHIC OMITTED: STRADLEY RONON LOGO]       Stradley Ronon Stevens & Young, LLP
                                                        2600 One Commerce Square
                                                    Philadelphia, PA  19103-7098
                                                          Telephone 215.564.8000
                                                                Fax 215.564.8120
                                                               wwww.stradley.com


                                  July 17, 2006



Board of Trustees
Delaware Group Tax-Free Fund
2005 Market Street
Philadelphia, PA  19103

Board of Trustees
Delaware Investments Municipal Trust
2005 Market Street
Philadelphia, PA  19103

     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,

                                      STRADLEY, RONON, STEVENS & YOUNG, LLP


                                      By:   /s/ William S. Pilling, III
                                            William S. Pilling, III, a partner