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EXHIBIT 11b
Bingham Dana LLP
150 Federal Street
Boston, MA 02110-1726
[date]
Re: Nuveen Flagship Municipal Trust/Nuveen Intermediate Duration
Municipal Bond Fund
Ladies and Gentlemen:
We have acted as special Massachusetts counsel to Nuveen Flagship Municipal
Trust, a Massachusetts business trust (the "Trust"), in connection with the
Trust's Registration Statement on Form N-14 to be filed with the Securities and
Exchange Commission on or about January 12, 1999 (the "Registration Statement"),
with respect to the shares of beneficial interest, par value $0.01 per share
(the "Shares") of its series Nuveen Intermediate Duration Municipal Bond Fund
(the "Acquiring Fund") to be issued in exchange for all of the assets of Nuveen
Flagship Intermediate Municipal Bond Fund, also a series of the Trust (the
"Acquired Fund"), as described in the Registration Statement. You have requested
that we deliver this opinion to you, as special counsel to the Trust, for use by
you in connection with your opinion to the Trust with respect to the Shares.
In connection with the furnishing of this opinion, we have examined the
following documents:
(a) a certificate of the Secretary of State of the Commonwealth of
Massachusetts as to the existence of the Trust;
(b) a copy, as filed with the Secretary of State of the Commonwealth
of Massachusetts on July 1, 1996, of the Trust's Declaration of Trust (the
"Declaration");
(c) a copy of the Trust's Amended and Restated Establishment and
Designation of Series dated February 1, 1999 (the "Designation of Series");
(d) a copy of the Trust's Establishment and Designation of Classes
dated July 10, 1996 (the "Designation of Classes");
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Bingham Dana LLP
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(e) a certificate executed by an appropriate officer of the Trust,
certifying as to, and attaching copies of, the Trust's Declaration,
Designation of Series, Designation of Classes, By-Laws, and certain
resolutions adopted by the Trustees of the Trust;
(f) a printer's proof dated [date] of the Registration Statement; and
(g) a copy of the Agreement and Plan of Reorganization entered into by
the Trust as of [date], on behalf of the Acquiring Fund, providing for (a)
the acquisition by the Acquiring Fund of all of the assets of the Acquired
Fund in exchange for the Shares and the Acquiring Fund's assumption of all
of the liabilities of the Acquired Fund and (b) the pro rata distribution
of the shares to the holders of the shares of the Acquired Fund in
liquidation of the Acquired Fund, in the form included as Exhibit A to the
draft Registration Statement referred to in paragraph (f) above (the
"Agreement and Plan of Reorganization").
In such examination, we have assumed the genuineness of all signatures, the
conformity to the originals of all of the documents reviewed by us as copies,
including conformed copies, the authenticity and completeness of all original
documents reviewed by us in original or copy form and the legal competence of
each individual executing any document. 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 (f)
above, and that the Agreement and Plan of Reorganization has been duly
completed, executed and delivered by the parties thereto in substantially the
form of the copy referred to in paragraph (g) above.
This opinion is based entirely on our review of the documents listed above
and such investigation of law as we have deemed necessary or appropriate. We
have made no other review or investigation of any kind whatsoever, and we have
assumed, without independent inquiry, the accuracy of the information set forth
in such documents.
This opinion is limited solely to the internal substantive laws of the
Commonwealth of Massachusetts as applied by courts located in such Commonwealth,
to the extent the same may apply to or govern the transactions covered by this
opinion, except that we express no opinion as to any Massachusetts securities
law.
We understand that all the foregoing assumptions and limitations are
acceptable to you.
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Bingham Dana LLP
[date]
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Based upon and subject to the foregoing, please be advised that it is our
opinion that:
1. The Trust is duly organized and existing under the Trust's Declaration
of Trust and the laws of the Commonwealth of Massachusetts as a voluntary
association with transferable shares of beneficial interest commonly referred to
as a "Massachusetts business trust."
2. The Shares, when issued and sold in accordance with the Trust's
Declaration and By-Laws and for the consideration described in the Agreement and
Plan of Reorganization, will be legally issued, fully paid and non-assessable,
except that shareholders of the Acquiring Fund may under certain circumstances
be held personally liable for its obligations.
We hereby consent to your reliance on this opinion in connection with your
opinion to the Trust with respect to the Shares and to the filing of this
opinion as an exhibit to the Registration Statement.
Very truly yours,
BINGHAM DANA LLP
