February 27, 1996

Pioneer Tax-Free Income Fund
60 State Street
Boston, Massachusetts  02109

Re:      Pioneer Tax-Free Income Fund

Ladies and Gentlemen:

                  We have acted as special  Delaware counsel to Pioneer Tax-Free
Income Fund, a Delaware business trust (the "Trust"), in connection with certain
matters  relating to the  formation  of the Trust and the  issuance of Shares of
beneficial  interest  in the  Trust.  Capitalized  terms  used  herein  and  not
otherwise herein defined are used as defined in the Agreement and Declaration of
Trust of the Trust dated June 16, 1994 (the "Governing Instrument").

                  We  understand   that,   pursuant  to  Rule  24f-2  under  the
Investment  Company Act of 1940, as amended,  the Trust registered an indefinite
number of Shares  under the  Securities  Act of 1933,  as  amended.  We  further
understand  that the Trust is about to file  with the  Securities  and  Exchange
Commission  a notice  pursuant to Rule 24f-2  under the 1940 Act (the  "Notice")
making definite the  registration of 2,345,688 Shares sold in reliance upon Rule
24f-2 during the period from January 1, 1995 through December 31, 1995.

                  In rendering  this  opinion,  we have  examined  copies of the
following  documents,  each in the form provided to us: the Certificate of Trust
of the Trust as filed in the  Office of the  Secretary  of State of the State of
Delaware  (the  "Recording  Office") on June 20, 1994 (the  "Certificate");  the
Governing  Instrument;  the  By-laws of the Trust;  certain  resolutions  of the
Trustees of the Trust;  the Trust's Adoption of and Amendment to Notification of
Registration  Filed  Pursuant to Section 8(a) of the  Investment  Company Act of
1940 on Form N-8A filed with the Securities and Exchange  Commission on June 24,
1994 by which the Trust  adopted the  Notification  of  Registration  of Pioneer
Tax-FreeIncome Fund, Inc.;  Post-Effective  Amendment No. 32 to Pioneer Tax-Free
Income  Fund,  Inc.'s  Registration  Statement  on Form  N-1A as filed  with the
Securities  and Exchange  Commission on June 24, 1994 by which the Trust adopted
the Registration Statement of Pioneer Tax-Free Income Fund, Inc.; the Notice; an
Officer's  Certificate of the Trust dated February 27, 1996; and a certification
of good  standing of the Trust  obtained as of a recent date from the  Recording
Office. In such examinations, we have assumed the genuineness of all signatures,
the conformity to original documents of all documents  submitted to us as copies
or drafts of documents to be executed, and the legal capacity of natural persons
to complete the execution of documents.  We have further assumed for the purpose
of this  opinion:  (i) the due  authorization,  execution and delivery by, or on
behalf of,  each of the  parties  thereto of the  above-referenced  instruments,
certificates  and other  documents,  and of all  documents  contemplated  by the
Governing Instrument,  the By-laws and applicable resolutions of the Trustees to
be executed by investors  desiring to become  Shareholders;  (ii) the payment of
consideration for Shares, and the application of such consideration, as provided
in the Governing Instrument, and compliance with the other terms, conditions and
restrictions   set  forth  in  the  Governing   Instrument  and  all  applicable
resolutions  of the  Trustees of the Trust in  connection  with the  issuance of
Shares (including,  without limitation,  the taking of all appropriate action by
the  Trustees  to  designate  Series of Shares and the  rights  and  preferences
attributable  thereto as contemplated by the Governing  Instrument);  (iii) that
appropriate  notation of the names and  addresses  of, the number of Shares held
by,  and the  consideration  paid by,  Shareholders  will be  maintained  in the
appropriate  registers  and other books and  records of the Trust in  connection
with the  issuance,  redemption  or transfer  of Shares;  (iv) that no event has
occurred  subsequent  to the  filing  of the  Certificate  that  would  cause  a
termination  or  reorganization  of the Trust  under  Section 4 or  Section 5 of
Article IX of the  Governing  Instrument;  (v) that the  activities of the Trust
have been and will be conducted in  accordance  with the terms of the  Governing
Instrument and the Delaware  Business Trust Act, 12 Del. C. ss.ss.  3801 et seq.
(the "Delaware Act");  and (vi) that each of the documents  examined by us is in
full force and  effect  and has not been  modified,  supplemented  or  otherwise
amended.  No opinion is expressed herein with respect to the requirements of, or
compliance  with,  federal or state  securities  or blue sky laws.  Further,  we
express  no  opinion on the  sufficiency  or  accuracy  of any  registration  or
offering  documentation  relating  to the Trust or the  Shares.  As to any facts
material  to our  opinion,  other than those  assumed,  we have  relied  without
independent investigation on the above-referenced documents and on the accuracy,
as of the date hereof, of the matters therein contained.

                  Based on and  subject  to the  foregoing,  and  limited in all
respects to matters of Delaware law, it is our opinion that:

                  1.       The Trust is a duly  organized  and validly
existing  business  trust in good  standing under the laws of the State
of Delaware.

                  2.       The  Shares  subject  to  the  Notice   constitute
legally  issued,   fully  paid  and non-assessable Shares of beneficial
interest in the Trust.

                  3.  Under  the  Delaware  Act and the  terms of the  Governing
Instrument, each Shareholder of the Trust, in such capacity, will be entitled to
the same  limitation of personal  liability as that extended to  stockholders of
private  corporations for profit organized under the general  corporation law of
the State of  Delaware;  provided,  however,  that we express  no  opinion  with
respect to the  liability of any  Shareholder  who is, was or may become a named
Trustee of the Trust.  Neither the  existence  nor exercise of the voting rights
granted to Shareholders under the Governing  Instrument will, of itself, cause a
Shareholder  to be  deemed a  trustee  of the  Trust  under  the  Delaware  Act.
Notwithstanding  the foregoing or the opinion expressed in paragraph 2 above, we
note that,  pursuant to Section 2 of Article VIII of the  Governing  Instrument,
the  Trustees  have the  power  to  cause  Shareholders,  or  Shareholders  of a
particular  Series,  to pay certain  custodian,  transfer,  servicing or similar
agent charges by setting off the same against  declared but unpaid  dividends or
by reducing Share ownership (or by both means).

                  We hereby consent to the filing of a copy of this opinion with
the Securities and Exchange  Commission together with the Notice. In giving this
consent,  we do not thereby  admit that we come  within the  category of persons
whose  consent is required  under  Section 7 of the  Securities  Act of 1933, as
amended,  or the rules and regulations of the Securities and Exchange Commission
thereunder. Except as provided in this paragraph, the opinion set forth above is
expressed  solely for the benefit of the addressee  hereof and may not be relied
upon by, or filed with,  any other person or entity for any purpose  without our
prior written consent.

Sincerely,

/s/ Morris, Nichols, Arsht & Tunnell

MORRIS, NICHOLS, ARSHT & TUNNELL