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Exhibit 11a
September 6, 2000
Nuveen Municipal Trust
333 West Wacker Drive
Chicago, Illinois 60606
Re: Nuveen Municipal Trust
Registration Statement on Form N-14
Nuveen Intermediate Duration Municipal Bond Fund
Ladies and Gentlemen:
We are acting as counsel for Nuveen Municipal Trust (formerly Nuveen Flagship
Municipal Trust), a Massachusetts business trust (the "Trust"), in connection
with the Trust's filing of a registration statement on Form N-14 (the
"Registration Statement") with the Securities and Exchange Commission covering
the registration of shares of beneficial interest, $0.01 par value per share
(the "Shares"), of the Trust designated Nuveen Intermediate Duration Municipal
Bond Fund (the "Acquiring Fund"), pursuant to the proposed reorganization of
its series of shares designated Nuveen Intermediate Municipal Bond Fund (the
"Acquired Fund"), as described in the Registration Statement and pursuant to
that certain Agreement and Plan of Reorganization dated July 24, 2000 by the
Trust on behalf of the Acquiring Fund and the Acquired Fund (the "Agreement").
In that capacity, we have examined such business trust records, certificates
and other documents, and have made such other factual and legal investigations
as we have deemed necessary and appropriate for the purposes of this opinion.
In such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
originals of all documents submitted to us as certified copies or photocopies
and the authenticity of the originals of such latter documents. Insofar as this
opinion pertains to matters governed by the laws of the Commonwealth of
Massachusetts, we are relying, with your consent, upon the opinion of Bingham
Dana LLP dated September 5, 2000, which opinion is satisfactory in substance and
form to us.
Based upon the foregoing, 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.
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Nuveen Municipal Trust
September 6, 2000
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We hereby consent to the filing of this opinion as Exhibit 11(a) to the
Registration Statement and to the references to us under the caption "Legal
Opinions" in the Joint Proxy Statement-Prospectus contained in 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 Securities Act of
1933.
Respectfully submitted,
/s/ Morgan, Lewis & Bockius LLP
