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Morgan, Lewis & Bockius LLP
1800 M Street, N.W.
Washington, D.C. 20036
June 28, 2000
Nuveen Multistate Trust II
333 West Wacker Drive
Chicago, Illinois 60606
Re: Opinion of Counsel regarding Post-Effective Amendment No. 6 to the
Registration Statement filed on Form N-1A under the Securities Act of
1933 (File No. 333-14729).
Ladies and Gentlemen:
We have acted as counsel for Nuveen Multistate Trust II, a Massachusetts
voluntary association (commonly known as a business trust) (the "Trust"), in
connection with the above-referenced Registration Statement on Form N-1A (as
amended, the "Registration Statement") which relates to the Class A Shares,
Class B Shares, Class C Shares and Class R Shares (collectively, the "Shares"),
par value $.01 per share, of each of the following series of the Trust: Nuveen
California Municipal Bond Fund, Nuveen California Insured Municipal Bond Fund,
Nuveen Connecticut Municipal Bond Fund, Nuveen Massachusetts Municipal Bond
Fund, Nuveen Massachusetts Insured Municipal Bond Fund, Nuveen New Jersey
Municipal Bond Fund, Nuveen New York Municipal Bond Fund and Nuveen New York
Insured Municipal Bond Fund (collectively, the "Series"). This opinion is being
delivered to you in connection with the Trust's filing of Post-Effective
Amendment No. 6 to the Registration Statement (the "Amendment") to be filed with
the Securities and Exchange Commission on or about June 28, 2000 pursuant to
Rule 485(b) of the Securities Act of 1933 (the "1933 Act"). With your
permission, all assumptions and statements of reliance herein have been made
without any independent investigation or verification on our part except to the
extent otherwise expressly stated, and we express no opinion with respect to the
subject matter or accuracy of such assumptions or items relied upon.
In connection with this opinion, we have reviewed, among other things,
executed copies of the following documents:
(a) a certificate of the Secretary of the Commonwealth of Massachusetts as
to the existence of the Trust;
(b) copies, certified by the Secretary of State of the Commonwealth of
Massachusetts, of the Trust's Declaration of Trust and of all
amendments thereto on file within the office of the Secretary of State
(the "Declaration");
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Nuveen Multistate Trust II
June 28, 2000
Page 2
(c) a certificate executed by Virginia L. O'Neal, an Assistant Secretary
of the Trust, certifying as to, and attaching copies of, the
Declaration and the By-Laws (the "By-Laws"), and certain resolutions
adopted by the Board of Trustees authorizing the issuance of the
Shares; and
(d) a printer's proof, dated June 28, 2000, of the Amendment.
In our capacity as counsel to the Trust, we have examined the originals, or
certified, conformed or reproduced copies, of all records, agreements,
instruments and documents as we have deemed relevant or necessary as the basis
for the opinions hereinafter expressed. In all such examinations, we have
assumed the legal capacity of all natural persons executing documents, the
genuineness of all signatures, the authenticity of all original or certified
copies, and the conformity to original or certified copies of all copies
submitted to us as conformed or reproduced copies. As to various questions of
fact relevant to such opinion, we have relied upon, and assume the accuracy of,
certificates and oral or written statements of public officials and officers or
representatives of the Trust. We have assumed that the Registration Statement,
as filed with the Securities and Exchange Commission, will be in substantially
the form of the printer's proof referred to in paragraph (d) above. Finally, we
have assumed that the Trust will file, on or before June 28, 2000, the
appropriate documentation with the Secretary of State of the Commonwealth of
Massachusetts validly changing the Trust's name from Nuveen Flagship Multistate
Trust II to Nuveen Multistate Trust II.
Based upon, and subject to, the limitations set forth herein, we are of the
opinion that the Shares, when issued and sold in accordance with the Trust's
Declaration and By-Laws, and for the consideration described in the Registration
Statement, will be legally issued, fully paid and nonassessable, except that,
as set forth in the Registration Statement, shareholders of the Trust may, under
certain circumstances, be held personally liable for its obligations.
The opinion expressed herein is limited to the laws of the Commonwealth of
Massachusetts.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the 1933
Act.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
