EXHIBIT 3.4
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 special counsel with respect to New York tax matters for
Nuveen Unit Trusts, Series 96,(the "Trust Fund"), which will be
established under a Standard Terms and Conditions of Trust for Nuveen Unit
Trusts Series 1 and subsequent 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 referred
to collectively as the "Indenture"), each between John Nuveen & Co.
Incorporated, as Depositor (the "Depositor"), and The Chase Manhattan Bank,
as Trustee (the "Trustee"). Pursuant to the terms of the Indenture, units of
fractional undivided interest in the Trust Fund will be issued (the
"Units"), which Units may, in accordance with the Indenture, be represented
by a certificate or certificates (the "Certificates").
We have examined and are familiar with originals or certified copies, or
copies otherwise identified to our satisfaction, of such documents as we
have deemed necessary or appropriate for the purpose of this opinion. In
giving this opinion, we have relied upon the two opinions, each dated today
and addressed to the Trustee, of Chapman and Cutler, counsel for the
Depositor, with respect to the matters of law set forth therein.
Based upon the foregoing, we are of the opinion that:
1. The Trust Fund will not constitute an association taxable as a
corporation under New York law, and accordingly will not be subject to the
New York State franchise tax or the New York City general corporation tax.
2. Under the income tax laws of the State and City of New York, the
income of the Trust Fund will be considered the income of the holders of the
Units.
3. By reason of the exemption contained in paragraph (a) of Subdivision
8 of Section 270 of the New York Tax Law, no New York State stock transfer
tax will be payable in respect of any transfer of the Certificates.
We consent to the filing of this opinion as an exhibit to the
Registration Statement (No. 333-39164) filed with the Securities and
Exchange Commission with respect to the registration of the sale of the
Units and to the references to our name under the captions "Tax Status" and
"Legal Opinion" in such Registration Statement and the preliminary
prospectus included therein.
Very truly yours,
/s/ Carter, Ledyard & Milburn
