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Exhibit 11a
Morgan, Lewis & Bockius LLP
1800 M Street, N.W.
Washington, DC 20036
(202) 467-7000
, 2000
Nuveen Flagship Municipal Trust
333 West Wacker Drive
Chicago, Illinois 60606
Re: NUVEEN FLAGSHIP MUNICIPAL TRUST
REGISTRATION STATEMENT ON FORM N-14
NUVEEN INTERMEDIATE DURATION MUNICIPAL BOND FUND
Ladies and Gentlemen:
We are acting as counsel for 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, $.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 Flagship Intermediate Municipal Bond Fund (the "Acquired
Fund"), as described in the Registration Statement and pursuant to that certain
Agreement and Plan of Reorganization dated [date] 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 [date], 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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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.
Respectfully submitted,
Morgan, Lewis & Bockius LLP
