<DOCUMENT>
<TYPE>EX-99.L1
<SEQUENCE>10
<FILENAME>c82676a1exv99wl1.txt
<DESCRIPTION>OPINION OF VEDDER PRICE KAUFMAN & KAMMHOLZ, P.C.
<TEXT>
<PAGE>


                                                                     EXHIBIT L.1

                                         VEDDER, PRICE, KAUFMAN & KAMMHOLZ, P.C.
[VEDDERPRICE LOGO]                       222 NORTH LASALLE STREET
                                         CHICAGO, ILLINOIS 60661
                                         312-609-7500
                                         FACSIMILE: 312-609-5005

                                         OFFICES IN CHICAGO, NEW YORK CITY, AND
                                         LIVINGSTON, NEW JERSEY




                                         April 28, 2004



Calamos Strategic Total Return Fund
1111 East Warrenville Road
Naperville, IL  60563-1493

         Re:    Calamos Strategic Total Return Fund

Ladies and Gentlemen:

         We are acting as special counsel to Calamos Strategic Total Return
Fund, a Delaware statutory trust (the "Fund"), in connection with the Fund's
filing of a registration statement on Form N-2 under the Securities Act of 1933
(File No. 333-113439) and the Investment Company Act of 1940 (File No.
811-21484) (the "Registration Statement") with the Securities and Exchange
Commission (the "SEC") covering the registration and proposed issuance of
preferred shares of beneficial interest (the "Shares") of the Calamos Strategic
Total Return Fund Series M ("Series M"), Series TU ("Series TU"), Series W
("Series W"), Series TH ("Series TH"), Series F ("Series F"), Series A
("Series A") and Series B ("Series B" and collectively with Series M,
Series TU, Series W, Series TH, Series F and Series A, the "Series").

         In rendering this opinion, we have examined:

                  (a) the form of Underwriting Agreement (the "Underwriting
Agreement"), substantially in the form filed as an exhibit to the Registration
Statement, proposed to be entered into among the Fund, Calamos Asset Management,
Inc. and Citigroup Global Markets Inc. as representative of the several
underwriters named therein;

                  (b) the Registration Statement;

                  (c) the Certificate of Trust and the Agreement and Declaration
of Trust of the Fund;

                  (d) the By-Laws of the Fund;

                  (e) resolutions of the Board of Trustees in connection with
the proposed issuance of the Shares and resolutions of the Board of Trustees
prepared for adoption at a meeting held on March 12, 2004;

                  (f) a Certificate of Good Standing as of a recent date from
the Secretary of State of the State of Delaware; and



<PAGE>

VEDDERPRICE

Calamos Strategic Total Return Fund
April 28, 2004
Page 2



                  (g) such other documents as we, in our professional judgment,
have deemed necessary or appropriate as a basis for the opinions set forth below
(items b-e above are referred to herein as the "Governing Documents").

         In examining the documents referred to above, we have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the
authenticity of documents purporting to be originals and the conformity to
originals of all documents submitted to us as copies. As to questions of fact
material to our opinion, we have relied (without investigation or independent
confirmation) upon the representations contained on certificates and other
communications from public officials and officers of the Fund. We have assumed
that the Registration Statement and the Underwriting Agreement will be duly
completed, executed and delivered. With respect to the opinions expressed below,
we note that, pursuant to Section 2 of Article VIII of the Agreement and
Declaration of Trust, the Trustees have the power to cause each shareholder, or
each shareholder of a particular series, to pay directly, in advance or arrears,
for charges of the Fund's custodian or transfer, shareholder servicing or
similar agent, an amount fixed from time to time by the Trustees, by setting off
such charges due from such shareholder from declared but unpaid dividends owed
such shareholder and/or by reducing the number of shares in the account of such
shareholder by that number of full and/or fractional shares which represents the
outstanding amount of such charges due from such shareholder.

         We express no opinion as to the laws of any jurisdiction other than
Title 12, Chapter 38 (Treatment of Delaware Statutory Trusts) of the Code of the
State of Delaware, and we are relying, with your consent, solely upon the
opinion of Morris, Nichols, Arsht & Tunnell, special Delaware counsel to the
Fund, dated April 28, 2004.

         Based on the foregoing, and subject to the qualifications, exceptions
and limitations set forth herein and in the opinion of Morris, Nichols, Arsht &
Tunnell referred to above, we are of the opinion that:

         (1) The Fund is a duly formed and validly existing statutory trust in
             good standing under the laws of the State of Delaware; and

         (2) The Shares, when issued to shareholders in accordance with the
             terms, conditions, requirements and procedures set forth in the
             Governing Documents and delivered by the Fund pursuant to the
             Underwriting Agreement against payment of the consideration set
             forth in the Underwriting Agreement, will constitute legally
             issued, fully paid and non-assessable Shares of beneficial interest
             in the Series.

         We hereby consent to the filing of this opinion as Exhibit l.1 to the
Registration Statement and to the reference to us under the caption "Legal
Opinions" in the prospectus contained in the Registration Statement. In giving
our consent, we do not thereby admit that we

<PAGE>


VEDDERPRICE

Calamos Strategic Total Return Fund
April 28, 2004
Page 2



are in the category of persons whose consent is required under Section 7 of the
1933 Act or the rules and regulations of the SEC thereunder. The opinions
expressed herein are matters of professional judgment and are not a guarantee of
result.

                                     Very truly yours,


                                     /s/ Vedder, Price, Kaufman & Kammholz, P.C.

                                     Vedder, Price, Kaufman & Kammholz, P.C.




</TEXT>
</DOCUMENT>
