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EXHIBIT 3.3
(ON BLANK ROME COMISKY & MCCAULEY LLP LETTERHEAD)
JUNE 13, 2000
Nuveen Tax-Free Unit Trust, Series 1172
Maryland Traditional Trust 347
John Nuveen & Co. Incorporated
333 West Wacker Drive
Chicago, Illinois 60606
Attn: Gifford R. Zimmerman, Esquire
Vice President and Assistant General Counsel
Chase Manhattan Bank,
as Trustee of Nuveen Tax-Free Unit Trust -- Series 1172
Maryland Traditional Trust 347
4 New York Plaza, Third Floor
New York, New York 10004-2413
Gentlemen:
We have acted as special Maryland counsel to the Nuveen Tax-Free Unit
Trust -- Series 1172 (the "Fund") with respect to the issuance by the Fund of
units of fractional undivided interest in the Fund (the "Units") as described in
a certain Registration Statement (No. 333-38822) on Form S-6 under the
Securities Act of 1933, as amended (the "Registration Statement"). The Fund has
been organized under a Trust Indenture and Agreement dated as of the date hereof
between John Nuveen & Co. Incorporated (the "Depositor") and Chase Manhattan
Bank (the "Trustee"). The Fund will issue the Units in several Trusts, one of
which is the Maryland Traditional Trust 347 (the "Trust"). The Units will be
purchased by various investors (the "Unitholders"). Each Unit of the Trust
represents a fractional undivided interest in the principal and net income of
the Trust in the ratio of ten Units for each $1,000 principal amount of the
obligations initially acquired by the Trust. Each trust will be administered as
a distinct entity with seperate certificates, investments, expenses, books and
records.
The assets of the Trust will consist of interest-bearing obligations issued
by or on behalf of the State of Maryland, its political subdivisions and
authorities and, provided the interest thereon is exempt from State income tax
under the laws or treaties of the United States, obligations issued by or on
behalf of the territories or possessions of the United States, including Puerto
Rico, the Virgin Islands and Guam, and their political subdivisions and
authorities (the "Bonds").(N.1) Distributions of the interest received by the
Trust will be made semiannually unless the Unitholder elects otherwise.
You have requested our opinion as to the application of Maryland state and
local taxes to the Trust and the Unitholders. In rendering our opinion, we have
assumed (i) that the interest on all Bonds in the Trust will be exempt from
Federal income tax (N.2) and (ii) that the Bonds have been issued in strict
compliance with all requirements of Maryland law and, where applicable, Federal
or territorial law. Furthermore, in rendering our opinion, we have relied on the
opinion of Messrs. Chapman and Cutler, of even date herewith, that:
(i)--The Trust will not be taxable as an association 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").
(ii)--Each Unitholder will be considered the owner of a pro rata portion of
the Trust and will be subject to Federal income tax on the income therefrom
under the provisions of Subpart E of Subchapter J of Chapter 1 of the Code.
(iii)--The Trust, itself, will not be subject to Federal income taxes.
(iv)--For Federal income tax purposes, each item of Trust income will have
the same character in the hands of a Unitholder as it would have in the hands of
the Trustee. Accordingly, to the extent that the income of the Trust consists of
interest excludable from Federal gross income, such income will be excludable
from Federal gross income of the Unitholder.
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(v)--For Federal income tax purposes, each Unitholder will have a taxable
event upon the redemption or sale of his Unit. Gain or loss will be determined
by comparing the proceeds of such a redemption or sale with the Unitholder's
adjusted basis for the Unit. Before adjustment, this basis would be cost, if the
Unitholder had purchased his Units. For Federal income tax purposes, if the
Trustee disposes of a Trust asset (whether by sale, payment on maturity,
retirement or otherwise), gain or loss will result to each Unitholder; such gain
or loss is to be computed by measuring the Unitholder's aliquot share of the
total proceeds from the transaction against his basis for his fractional
interest in the asset disposed of (such basis being determined by apportioning
the basis for his Units among all of the Trust's assets ratably according to
their values as of the valuation date nearest the date on which he purchased his
Units). A Unitholder's basis in his Units and the basis for his fractional
interest in each Trust asset must be reduced by the amount of his aliquot share
of interest received, if any, on Bonds delivered after the Unitholder's
settlement date to the extent that such interest accrued on the Bonds during the
period from the Unitholder's settlement date to the date such Bonds are
delivered to the Trust and must be reduced annually for amortization of
premiums, if any, on obligations held by the Trust.
Based upon the foregoing, we are of the opinion, for Maryland State and
local tax purposes, that:
(1)--The Trust will not be taxable as an association, and the income of the
Trust will be treated as the income of the Unitholders.
(2)--Interest received by the Trust on obligations of the State of Maryland
or its political subdivisions and authorities, or of territories and possessions
of the United States (to the extent federal law exempts interest on obligations
of territories or possessions of the United States from state taxation) will be
exempt from Maryland state and local income taxes when allocated to an
individual Unitholder of the Trust.
(3)--Interest or profit realized from a sale or exchange of Bonds issued by
the State of Maryland or one of its political subdivisions derived from the
Trust by a financial institution, as defined in Section 8-101(c) of the
Tax-General Article of the Annotated Code of Maryland, will be subject to the
Maryland state franchise tax on financial institutions, except to the extent
such interest or profit is expressly exempt from the Maryland state franchise
tax by the statutes which authorize the isuance of such Bonds (See
Section 8-204 of the Tax-General Article of the Annotated Code of Maryland).
(4)--A Unitholder will not be subject to Maryland state or local income tax
with respect to gain realized when Bonds held in the Trust are sold, redeemed or
paid at maturity, except with respect to gain realized upon a sale, redemption,
or payment at maturity of such Bonds as are issued by or on behalf of the United
States' territories or possessions, their political subdivisions and
authorities; such gain will equal the proceeds of sale, redemption or payment,
less the tax basis of the Bond (adjusted to reflect (a) the amortization of Bond
premium or discount, and (b) the deposit in the Trust after the Unitholder's
settlement date of Bonds with accrued interest).
(5)--Gain realized by a Unitholder from the redemption, sale or other
disposition of a Unit will be subject to Maryland state income tax and Maryland
local income tax except in the case of individual Unitholders who are not
Maryland residents.
(6)--Maryland presently imposes an income tax on items of tax preference
with reference to such items as defined in the Code. For taxable years beginning
after December 31, 1986, interest paid on certain private activity bonds
constitutes a tax preference pursuant to Section 57 (a) (5) of the Code.
Accordingly, if the Trust holds such bonds, 50% of the interest would be taxable
by Maryland under the provisions of Section 10-205(f) of the Tax-General Article
of the Annotated Code of Maryland, subject to a threshold amount.
(7)--Interest on indebtedness incurred or continued (directly or indirectly)
by a Unitholder to purchase or carry Units in the Trust will not be deductible
for Maryland State or local income tax purposes.
(8)--Trust Units will be subject to Maryland inheritance and estate tax only
if held by Maryland residents.
(9)--Neither the Bonds nor the Units will be subject to the Maryland
personal property tax, sales tax or use tax.
This letter is not to be construed as a prediction of a favorable outcome
with respect to any issue for which no favorable prediction is made herein, or
as a guaranty of any tax result, or as offering an assurance
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or guaranty that a Maryland state or local taxing authority might not differ
with our conclusions, or raise other questions or issues upon audit, or that
such action may not be judicially sustained.
We have not examined any of the Bonds to be deposited in the Fund and held
by the Trust, and express no opinion as to whether the interest on any such
Bonds would in fact be tax-exempt if directly received by a Unitholder; nor have
we made any review of the proceedings relating to the issuance of the Bonds or
the basis for the bond counsel opinions or the opinions of Messrs. Chapman and
Cutler referred to herein.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in such Registration
Statement and the Preliminary Prospectus included therein. In giving such
consent, we do not thereby admit that we are within the category of persons
whose consent is required by Section 7 of the Securities Act of 1933, as
amended, and the rules and regulations thereunder.
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(N.1)It is understood that, from time to time, some uninvested cash may be held
in the Trust.
(N.2)Section 2.01 of the Indenture provides that the Depositor may deposit
delivery statements relating to contracts for the purchase of Bonds (rather than
actual Bonds) into the Trust. We understand that, should any such contract to
purchase Bonds fail, the Depositor intends to pay to all Unitholders an amount
equivalent to the interest that would have been paid to such Unitholders had the
contract not failed. Such amount will constitute taxable income for Federal
income tax purposes.
Very truly yours,
BLANK ROME COMISKY & McCAULEY, LLP
