STRADLEY RONON STEVENS & YOUNG, LLP
                         2600 ONE COMMERCE SQUARE
                  PHILADELPHIA, PENNSYLVANIA  19103-7098



Direct Dial: (215) 564-8074

                              April 21, 1997


DMC Tax-Free Income Trust - Pennsylvania
One Commerce Square
Philadelphia, Pa.  19103

          Re:  Rule 24f-2 Notice

Gentlemen:

          You have informed us that, in accordance with Rule
24f-2 under the Investment Company Act of 1940, as amended (the
"1940 Act"), DMC Tax-Free Income Trust - Pennsylvania (the
"Trust") intends to file a Rule 24f-2 Notice with the U. S.
Securities and Exchange Commission.  The Notice will recite that
pursuant to the Rule the Trust, for the fiscal year ended
February 28, 1997, sold shares of beneficial interest of its A
Class, B Class, and C Class with an aggregate public offering
price of $79,313,307 (not including $40,442,300 of shares issues
in connection with dividend reinvestment plans which are reported
on the Notice for purposes of the fee computation table).  The
Notice will make definite such amounts of shares of beneficial
interest registered by the Trust under the Securities Act of
1933, as amended (the "1933 Act"), for such period.  You have
also informed us that all of such shares and fractions were
issued in accordance with the provisions relating thereto in the
registration statement filed by the Trust under the 1933 Act.

          We have acted as legal counsel to the Trust, which is
organized as a common law trust under the laws of the
Commonwealth of Pennsylvania, during the period of time referred
to above and have reviewed the Trust's Amended and Restated
Declaration of Trust dated February 28, 1977; its Procedural
Guidelines; its registration statements under the 1940 and 1933
Acts; and such minutes of the proceedings of the Trustees and
other documents as we deem material to our opinion.

          Based on the foregoing, we are of the opinion that all
of the shares of beneficial interest of the Trust described in
the Rule 24f-2 Notice as having been sold during the period
covered by the Notice, were legally issued, fully-paid and
non-assessable shares of beneficial interest of the Trust.  Under
Pennsylvania law, shareholders of the Trust, under certain
circumstances, may be held personally liable as partners for the
obligations of the Trust.  The Amended and Restated Declaration
of Trust contains an  

DMC Tax-Free Income Trust - Pennsylvania
April 17, 1997
Page 2



express disclaimer of shareholder liability for acts or
obligations of the Trust and requires that notice of such
disclaimer be given in each agreement, obligation or instrument
entered into or executed by the Trust or the Trustees of the
Trust.  This disclaimer may not be effective in some
jurisdictions or as to certain types of claims.  The Amended and
Restated Declaration of Trust for the Trust provides for
indemnification out of the Trust property of any shareholder held
personally liable for the obligations of the Trust.  You have
advised us that a discussion of the existence of potential
shareholder liability for obligations of the Trust is set forth
in the current Prospectus (or Statement of Additional
Information) of the Trust which forms a portion of its
registration statement under the 1933 Act.

          We hereby consent to the filing of this opinion with
the U. S. Securities and Exchange Commission as an exhibit or
accompaniment to the aforementioned Rule 24f-2 Notice and as an
exhibit to the Trust's registration statement and to the
reference to us in the prospectus of the Trust as legal counsel
who have passed upon the legality of the offering of the shares
of beneficial interest.  We also consent to the filing of this
opinion with the securities regulatory agencies of any states or
other jurisdictions in which the shares of beneficial interest of
the Trust are offered for sale.

                       Very truly yours,

                       STRADLEY, RONON, STEVENS & YOUNG, LLP



                        By:  /S/STEVEN M. FELSENSTEIN             
                            ---------------------------
                            Steven M. Felsenstein
                              


SMF/nk
 

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