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[Letterhead of Winston & Strawn]
Exhibit 3.4
January 16, 2001
The Bank of New York, As Trustee of
Nuveen Unit Trust, Series 115
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 115 (the "Fund"), consisting of Nuveen
Rittenhouse Concentrated Growth Portfolio, Series 6 (the "Trust"), and the
establishment by you, as Trustee under the Indenture, of a book entry position
evidencing ownership of all of the units of fractional undivided interests (such
units being herein called "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 333-53414). 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 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. Upon receipt by you of the Underlying Securities you may properly
establish book entry positions 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 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.
5. 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
