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[LETTERHEAD OF BINGHAM DANA LLP]
September 26, 2000
Nuveen Investment Trust II
333 West Wacker Drive
Chicago, Illinois 60606
Chapman and Cutler
111 W. Monroe
Chicago, IL 60603
Re: Nuveen Investment Trust II
Registration Statement on
Form N-1A under the Securities Act of 1933
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Ladies and Gentlemen:
We have acted as special Massachusetts counsel to Nuveen Investment Trust
II (the "Trust") on behalf of its series Nuveen Select Stock Fund (the "Fund"),
in connection with the Trust's Post-Effective Amendment Number 7 to be filed on
or about September 26, 2000 (the "Amendment") to its Registration Statement on
Form N-1A as filed with the Securities and Exchange Commission with respect to
certain of the Fund's Class A Common Shares, par value $.01 per share (the
"Class A Shares"), Class B Common Shares, par value $.01 per share (the "Class B
Shares"), Class C Common Shares, par value $.01 per share (the "Class C Shares")
and Class R Common Shares, par value $.01 per share (the "Class R Shares", such
Class A Shares, Class B Shares, Class C Shares and Class R Shares referred to
collectively herein as the "Shares"). You have requested that we deliver this
opinion to you in connection with the Trust's filing of such Amendment.
In connection with the furnishing of this opinion, we have examined the
following documents:
(a) a certificate dated as of a recent date of the Secretary of the
Commonwealth of Massachusetts as to the existence of the Trust;
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[LETTERHEAD OF BINGHAM DANA LLP]
Chapman and Cutler
September 26, 2000
Page 2
(b) a copy, stamped as filed with the Secretary of the Commonwealth
of Massachusetts, of the Trust's Declaration of Trust dated June 27, 1997;
(c) a copy of the Trust's Certificate for the Establishment and
Designation of Classes designating the Class A Shares, Class B Shares,
Class C Shares and Class R Shares, as executed by the Trustees of the Trust
and filed with the Secretary of the Commonwealth of Massachusetts (the
"Designation of Classes");
(d) a copy of the Trust's Amended and Restated Establishment and
Designation of Series designating Nuveen Select Stock Fund, as executed by
the Trustees of the Trust and filed with the Secretary of the Commonwealth
of Massachusetts (the "Designation of Series");
(e) a Certificate executed by an appropriate officer of the Trust,
certifying as to, and attaching copies of, the Trust's Declaration of
Trust, Designation of Classes, Designation of Series, By-Laws, and certain
resolutions adopted by the Trustees of the Trust; and
(f) a printer's proof dated as of September 5, 2000 of the Amendment.
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,
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.
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,
except that we express no opinion as to any Massachusetts securities law.
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[LETTERHEAD OF BINGHAM DANA LLP]
Chapman and Cutler
September 26, 2000
Page 3
We understand that all of the foregoing assumptions and limitations are
acceptable to you.
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 of Trust, Designation of Classes, Designation of Series and By-Laws
and for the consideration described in the Amendment, will be legally issued,
fully paid and non-assessable, except that, as set forth in the Amendment,
shareholders of a Fund may under certain circumstances be held personally liable
for its obligations.
We hereby consent to the filing of this opinion as an exhibit to the
Amendment and to Chapman and Cutler's reliance on this opinion in connection
with its opinion to the Trust of today's date. We assume no obligation to update
this opinion to reflect any facts or circumstances that may hereafter come to
our attention or any change in law.
Very truly yours,
/s/ Bingham Dana LLP
BINGHAM DANA LLP
