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[Letterhead of Winston & Strawn]
Exhibit 3.4
October 25, 2000
The Bank of New York, As Trustee of
Nuveen Unit Trust, Series 107
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"), between Nuveen Investments (the "Depositor"), and you, as Trustee,
establishing Nuveen Unit Trust, Series 107 (the "Fund"), consisting of Legg
Mason Prime Opportunity Portfolio (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 333-47274). 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
