EXHIBIT 3.3
CARTER, LEDYARD & MILBURN
2 WALL STREET
NEW YORK, NEW YORK 10005
June 21, 2000
The Chase Manhattan Bank,
as Trustee of
Nuveen Unit Trusts, Series 96
4 New York Plaza, 3rd Floor
New York, New York 10004
Attention: Mr. John A. Fabrizio
Senior Vice President
Re: Nuveen Unit Trusts, Series 96
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 Trusts, Series 1 and 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 96, (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 the Trust Fund, which consists of Treasury obligations or
corporate debt obligations, respectively (including confirmations of contracts
for the purchase of certain obligations 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 obligations), such obligations being defined
in the Indenture as Securities and referenced in the schedules to the Indenture.
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 each
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 each 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,
/s/ Carter, Ledyard & Milburn
