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EXHIBIT 3.3
(ON CHRISTIAN & BARTON, L.L.P. LETTERHEAD)
JUNE 8, 2000
John Nuveen & Co. Incorporated
333 W. Wacker Drive
Chicago, Illinois 60606
Attn: Alan G. Berkshire, Esquire
The Chase Manhattan Bank,
as Trustee of Nuveen Tax-Free Unit Trust
Series 1170,
Virginia Traditional Trust 348
Nuveen Administration Department
4 New York Plaza - 3rd Floor
New York, New York 10004-2413
Gentlemen:
We have acted as special Virginia counsel to Nuveen Tax-Free Unit Trust,
Series 1170 (the "Fund"), concerning a Registration Statement (No. 333-94765)
under the Securities Act of 1933, as amended (the "Registration Statement"),
covering the issuance by the Fund of units of fractional undivided interest
pursuant to a Trust Indenture and Agreement dated as of the date hereof between
John Nuveen & Co. Incorporated and The Chase Manhattan Bank (the "Trustee"). The
Fund will issue units in several State Trusts, one of which is the Virginia
Traditional Trust (the "Virginia Trust" or "Trust", the units of which are
referred to as the "Units"). The Units will be purchased by various investors
(the "Unitholders"). Each Trust will be administered as a distinct entity with
separate certificates, investments, expenses, books and records.
The assets of the Virginia Trust will consist of interest-bearing
obligations issued by or on behalf of the Commonwealth of Virginia, its
counties, municipalities, authorities or political subdivisions, and, provided
the interest thereon is exempt from Virginia income taxes by the laws or
treaties of the United States, by or on behalf of United States territories or
possessions, including Puerto Rico, Guam, the Virgin Islands and the Northern
Mariana Islands, and their political subdivisions and authorities (the "Bonds").
You have requested our opinion as to the application of Virginia state and
local taxes to the Trust and the Unitholders. In rendering our opinion, we have
assumed that the interest on all Bonds in the Trust will be exempt from Federal
income tax. Furthermore, in rendering our opinion, we have relied on the opinion
of Messrs. Chapman and Cutler, of even date herewith, that:
(1)--The Trust is not an association taxable as a corporation for Federal
income tax purposes but will be governed by the provisions of Subchapter J
(relating to Trusts) of Chapter 1 of the Internal Revenue Code of 1986 (the
"Code");
(2)--each Unitholder of the Trust will be considered as owning a pro rata
share of each asset of the Trust in the proportion that the number of Units of
the Trust held by such Unitholder bears to the total number of outstanding Units
of the Trust, and income of the Trust will be treated as income of each
Unitholder in the proportion described above and an item of Fund income will
have the same character in the hands of a Unitholder as it would have in the
hands of the Trustee.
Based upon the foregoing, we are of the opinion that, under existing
Virginia law:
(i)--The Trust will be treated as a trust for Virginia income tax purposes
and not as an association taxable as a corporation. As a result, income of the
Trust will be treated as the income of the Unitholders.
(ii)--Amounts representing tax-exempt interest for federal income tax
purposes received or accrued by the Trust with respect to the Bonds will not be
taxed to the Trust or to the Unitholders for Virginia income tax purposes. To
the extent that interest on or gain on the sale of obligations of the
Commonwealth or any political subdivision or instrumentality thereof is included
in federal adjusted gross income, that income shall be subtracted in arriving at
Virginia taxable income.
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(iii)--Where an independent Virginia income tax exemption is provided for
interest on certain obligations, including those issued by industrial
development authorities created pursuant to the Virginia Industrial Development
and Revenue Bond Act, by the Virginia Housing Development Authority, by the
Virginia Resources Authority and by the Virginia Education Loan Authority,
interest on such obligations is exempt from Virginia income taxation without
regard to any exemption from federal income taxes.
(iv)--Gain which is subject to federal income taxation as a result of the
sale of a Unit by the Unitholder will be included in the Unitholder's Virginia
taxable income.
No income tax is imposed by any political subdivision of the Commonwealth of
Virginia. The Commonwealth of Virginia does not impose a gift tax, and the
Virginia estate tax on a resident's Federal taxable estate and a non-resident's
Federal taxable estate located in the Commonwealth is equal to the maximum state
death tax credit allowable against the federal estate tax payable by the estate.
We have not examined any of the Bonds, nor have we made any review of the
proceedings relating to the issuance of the Bonds or the basis for any opinions
with respect to their validity or the tax-exempt status thereof for federal
income tax purposes. We have made no independent investigation as to, or passed
on, the operation of the Trust or the sale of the Units in Virginia or in any
other state. No opinion was requested, nor is any opinion expressed, with
respect to any tax consequences to the sponsor of the Trust, any underwriters,
or any broker-dealers.
We should point out that to the extent the Trust consists of property of
persons domiciled in Virginia, the Trust will in our opinion be considered a
"resident trust" for Virginia income tax purposes. While we do not believe that
the mere ownership by the Trust of the Bonds constitutes sufficient nexus to
subject the Trust to the tax jurisdiction of Virginia, we express no opinion as
to whether any activities with respect to the sale of Units in Virginia may
establish such a nexus. If a sufficient nexus exists, then if the Trust is
required to file a federal fiduciary income tax return it will also be required
to file a Virginia fiduciary income tax return. Any such return would be for
information purposes only, since each transaction of the Trust should be treated
as a transaction of the several Unitholders, and not as a transaction of the
Trust that could give rise to Virginia taxable income of the Trust.
We consent to the filing of this opinion 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 the prospectus included therein.
Very truly yours,
CHRISTIAN & BARTON, L.L.P.
