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[Letterhead of Carter, Ledyard & Milburn]
Exhibit 3.4
June 15, 2000
The Chase Manhattan Bank,
as Trustee of
Nuveen Unit Trusts, Series 90
4 New York Plaza, 3rd Floor
New York, New York 10004
Attention: Mr. John A. Fabrizio
Senior Vice President
Re: Nuveen Unit Trusts, Series 90
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Dear Sirs:
We are acting as counsel for The Chase Manhattan Bank ("Chase") in
connection with the execution and delivery of a Standard Terms and Conditions of
Trust for Nuveen Unit Trust Series 4 and certain subsequent Series dated May 29,
1997 and a related Trust Indenture and Agreement dated today's date (such
Standard Terms and Conditions of Trust and related Trust Indenture and Agreement
are collectively referred to as the "Indenture"), each between John Nuveen & Co.
Incorporated, as Depositor (the "Depositor"), and Chase, as Trustee (the
"Trustee"), establishing the Nuveen Unit Trusts, Series 90 (the "Trust Fund"),
and the confirmation by Chase, as Trustee under the Indenture, that it has
caused to be credited to the Depositor's account at The Depository Trust Company
a number of units constituting the entire interest in the Trust Fund (such
aggregate units being herein called "Units"), each of which represents an
undivided interest in such Trust Fund, which consists of common stocks
(including confirmations of contracts for the purchase of certain stock not yet
delivered and cash, cash equivalents or an irrevocable letter of credit in the
amount required for such purchase upon the receipt of such stock), such stocks
being defined in the Indenture as Securities and referenced in the schedules to
the Indenture.
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We have examined the Indenture, the Closing Memorandum executed and
delivered today by the Depositor and the Trustee (the "Closing Memorandum"), the
form of certificate for the Units included in the Indenture and a specimen of
the certificates to be issued thereunder (the "Certificates") and such other
documents as we have deemed necessary in order to render this opinion. Based on
the foregoing, we are of the opinion that:
1. Chase is a duly organized and existing corporation having the
powers of a trust company under the laws of the State of New York.
2. The Indenture has been duly executed and delivered by Chase and,
assuming due execution and delivery by the Depositor, constitutes the valid
and legally binding obligation of Chase.
3. The Certificates are in proper form for execution and delivery by
Chase, as Trustee.
4. Chase, as Trustee, has registered on the registration books of
the Trust Fund the ownership of the Units by The Depository Trust Company,
where it has caused the Units to be credited to the account of the
Depositor. Upon receipt of confirmation of the effectiveness of the
registration statement for the sale of the Units filed with the Securities
and Exchange Commission under the Securities Act of 1933, the Trustee may
cause the Units to be transferred on the registration books of the Trust
Fund to such other names, and in such denominations, as the Depositor may
order, and may deliver Certificates evidencing such ownership as provided
in the Closing Memorandum.
In rendering the foregoing opinion, we have not considered, among other
things, whether the Securities have been duly authorized and delivered.
Very truly yours,
CARTER, LEDYARD & MILBURN
