EXHIBIT 3.4
Xxxxxx, Xxxxxxx & Xxxxxxx
0 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
August 6, 1997
Nuveen Unit Trust, Series 2
Nuveen Insured Corporate Trust, Series 2 (Long-Term)
x/x Xxx Xxxxx Xxxxxxxxx Bank,
as Trustee
0 Xxx Xxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Nuveen Unit Trust, Series 2
Nuveen Insured Corporate Trust, Series 2 (Long-Term)
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Dear Sirs:
We are acting as special counsel with respect to New York tax matters for
Nuveen Unit Trust, Nuveen Insured Corporate Trust, Series 2 (Long-Term) (the
"Trust Fund"), which will be established under a Standard Terms and
Conditions of Trust for Nuveen Unit Trusts Series 1 and subsequent dated
May 29, 1997 and a related Trust Indenture and Agreement dated today's date
(such Standard Terms and Conditions of Trust and related Trust Indenture and
Agreement are referred to collectively as the "Indenture"), each between Xxxx
Nuveen & Co. Incorporated, as Depositor (the "Depositor"), and The Chase
Manhattan Bank, as Trustee (the "Trustee"). Pursuant to the terms of the
Indenture, units of fractional undivided interest in the Trust Fund will be
issued (the "Units"), which Units may, in accordance with the Indenture, be
represented by a certificate or certificates (the "Certificates").
Nuveen Unit Trust -2-
We have examined and are familiar with originals or certified copies, or
copies otherwise identified to our satisfaction, of such documents as we have
deemed necessary or appropriate for the purpose of this opinion. In giving
this opinion, we have relied upon the two opinions, each dated today and
addressed to the Trustee, of Xxxxxxx and Xxxxxx, counsel for the Depositor,
with respect to the matters of law set forth therein.
Based upon the foregoing, we are of the opinion that:
1. The Trust Fund will not constitute an association taxable as a
corporation under New York law, and accordingly will not be subject to the
New York State franchise tax or the New York City general corporation tax.
2. Under the income tax laws of the State and City of New York, the
income of the Trust Fund will be considered the income of the holders of the
Units.
3. By reason of the exemption contained in paragraph (a) of Subdivision
8 of Section 270 of the New York Tax Law, no New York State stock transfer
tax will be payable in respect of any transfer of the Certificates.
We consent to the filing of this opinion as an exhibit to the
Registration Statement (No. 333-23673) filed with the Securities and Exchange
Commission with respect to the registration of the sale of the Units and to
the references to our name under the captions "Tax Status" and "Legal
Opinion" in such Registration Statement and the preliminary prospectus
included therein.
Very truly yours,
Xxxxxx, Xxxxxxx & Xxxxxxx
SFL:tbm
