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[Letterhead of Carter, Ledyard & Milburn]
Exhibit 3.3
August 8, 2000
The Chase Manhattan Bank,
as Trustee of
Nuveen Unit Trusts, Series 99
4 New York Plaza, 3rd Floor
New York, New York 10004
Attention: Mr. John A. Fabrizio
Senior Vice President
Re: Nuveen Unit Trusts, Series 99
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Dear Sirs:
We are acting as special counsel with respect to New York tax matters for
Nuveen Unit Trusts, Series 99, with the sole exception that we are not acting as
counsel for Nuveen REIT Five-Year Sector Portfolio, August 2000 (the "Trust
Fund"), which will be established under 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
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 and the Trust
Fund, with respect to the matters of law set forth therein.
Based upon the foregoing, we are of the opinion that:
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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. 333-41658) 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,
CARTER, LEDYARD & MILBURN
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