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[Letterhead of Winston & Strawn]
Exhibit 3.4
October 16, 2000
The Bank of New York, As Trustee of
Nuveen Unit Trust, Series 106
101 Barclay Street, 17 West
New York, New York 10286
Dear Sirs:
We are acting as your counsel in connection with the execution and
delivery by you of a certain Trust Agreement, dated as of today (the
"Indenture"), Nuveen Investments. (the "Depositor"), and you, as Trustee,
establishing Nuveen Unit Trust, Series 106 (the "Fund"), consisting of Nuveen--
Standard and Poor's Quality Buyback Portfolio, October 2000 (the "Trust"), and
the execution by you, as Trustee under the Indenture, of a certificate or
certificates evidencing ownership of all of the units of fractional undivided
interests (such certificate or certificates and such aggregate units being
herein respectively called "Certificates" and "Units") in the Trust, as set
forth in the prospectus, dated today for filing as an amendment to the
registration statement heretofore filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (respectively the
"Prospectus" and the "Registration Statement"), relating to the Fund (File
Number 333-47658). The Trust consist of the securities set forth in the
Prospectus (including delivery statements relating to contracts for the purchase
of certain securities not yet delivered and cash, cash equivalents or an
irrevocable letter or credit, or a combination thereof, in the amount required
to pay for such purchases upon the receipt of such securities) defined in the
Indenture as "Securities" and listed in Schedule A to the Indenture (such
securities, delivery statements and cash, cash equivalents or letter of credit
being herein called the "Underlying Securities").
We have examined the Indenture, specimen Certificates and originals
(or copies certified or otherwise identified to our satisfaction) of such other
instruments, certificates and documents as we have deemed necessary or
appropriate for the purpose of rendering this opinion. In such examination, we
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity to the original
documents of all documents submitted to us as copies. As to any facts material
to our opinion, we have, when relevant facts were not independently established,
relied upon the aforesaid instruments, certificates and documents.
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Based on the foregoing, we are of the opinion that:
1. The Bank of New York is a corporation organized under the laws of
the State of New York with the powers of a trust company under
the Banking Law of the State of New York.
2. The execution of the Indenture is within the authorization of the
executing officers of The Bank of New York.
3. The Indenture is in proper form for execution and delivery by you
as Trustee.
4. The Certificates are in proper form for execution and delivery by
you as Trustee.
5. Upon receipt by you of the Underlying Securities you may properly
execute Certificates or initial transaction statements evidencing
ownership of the Units, registered in the name of the Depositor,
and upon receipt of advice of the effectiveness of the
Registration Statement, you may deliver such Certificates or
issue initial transaction statements to or upon the order of the
Depositor as provided in the Closing Memorandum being executed
and delivered today by the parties to the Indenture.
6. You as Trustee may lawfully, under the New York Banking Law,
advance to the Trust such amounts as may be necessary to provide
periodic distributions or payment of expenses for the Trust, and
be reimbursed without interest for any such advances from funds
in the income or capital account for the Trust on the ensuing
record date or as otherwise provided in the Indenture.
In rendering the foregoing opinion we have not considered, among other
things, whether the Underlying Securities have been duly authorized and
delivered and are fully paid for and non-assessable.
We hereby consent to the filing of this opinion letter as an exhibit
to the Registration Statement and to the use of our name and the reference to
our firm in the Registration Statement and in the Prospectus.
Very truly yours,
/s/ Winston & Strawn
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Winston & Strawn
