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EXHIBIT 3.3
(ON DICKINSON WRIGHT PLLC LETTERHEAD)
AUGUST 1, 2000
Nuveen Investments
333 W. Wacker Drive
Chicago, Illinois 60606
The Chase Manhattan Bank
4 New York Plaza
New York, New York 10004-2413
Re: Nuveen Tax-Free Unit Trust, Series 1183
Michigan Insured Trust 89
Gentlemen:
We have acted as special Michigan counsel to the captioned Trust (the "Michigan
Trust") of Nuveen Tax-Free Unit Trust - Series 1183 (the "Fund") concerning a
Registration Statement (No. 333-42242) on Form S-6 under the Securities Act of
1933, as amended, covering the issuance by the Michigan Trust of Units of
fractional undivided interest in the Michigan Trust (the "Units").
The Michigan Trust has been organized under a Trust Indenture and Agreement
dated as of August 1, 2000 between Nuveen Investments, as Depositor ("Nuveen"),
and The Chase Manhattan Bank, as Trustee ("Trustee"). The Fund will contain
several trusts, including the Michigan Trust, which will issue the Units. The
Units of the Michigan Trust will be purchased by various investors (the
"Unitholders"). Each Unit of a Michigan Trust represents a fractional undivided
interest in a Michigan Trust. The Michigan Trust and the other trusts each will
be administered as a distinct entity with separate certificates, investments,
expenses, books and records.
The assets of a Michigan Trust will consist of interest-bearing obligations
issued by or on behalf of the State of Michigan, and counties, municipalities,
authorities and political subdivisions thereof, and, in limited instances, bonds
issued by Puerto Rico, the Virgin Islands, Guam, the Northern Mariana Islands or
possessions of the United States (the "Bonds"). Distributions of the interest
received by a Michigan Trust will generally be made semi-annually unless the
Unitholder elects otherwise. We have been advised by Nuveen that in the opinion
of bond counsel to each issuer, the interest on all Bonds in a Michigan Trust is
exempt from Federal income tax under existing law.
Chapman and Cutler, counsel for the Fund, has advised us that for federal income
tax purposes a Michigan 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, as amended. Each Unitholder will be
considered the owner of a pro rata portion of the Unitholder's repective
Michigan Trust and will be subject to tax on the income therefrom under the
provisions of Subpart E of Subchapter J of Chapter 1 of the Internal Revenue
Code of 1986, as amended. A Michigan Trust itself will not be subject to federal
income taxes. For federal income tax purposes, each item of income from a
Michigan Trust 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 a Michigan Trust consists of interest excludable from gross income
under Section 103 of the Internal Revenue Code of 1986, as amended, such income
will be excludable from federal gross income of the Unitholder.
Based upon the above information which, with Nuveen's consent, we have relied
upon, it is our opinion that for Michigan state and local tax purposes, a
Michigan Trust will be recognized as a trust not taxable as a corporation.
We are further of the opinion that under existing law:
Under the Michigan income tax act, the Michigan single business tax act, the
Michigan intangibles tax act, the Michigan city income tax act (which authorizes
the only income tax ordinance which may be adopted by cities in Michigan), and
under the law which authorizes a "first class" school district to levy an excise
tax upon income, the Michigan Trust will not be subject to tax. The income of a
Michigan Trust will be treated
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as the income of the Unitholders and be deemed to have been received by them
when received by their respective Michigan Trust.
Interest on the Bonds in a Michigan Trust which is exempt from Federal income
tax is exempt from Michigan state and local income taxes and from the Michigan
single business tax. Further, any amounts paid under any Insurance representing
maturing interest on defaulted obligations held by the Trustee will be
excludable from Michigan state and local income taxes and from the Michigan
single business tax if, and to the same extent as, such interest would have been
so excludable if paid by the respective issuer.
For purposes of the foregoing Michigan tax laws (corporations and financial
institutions are not subject to the Michigan income tax), each Unitholder will
be considered to have received his pro rata share of Bond interest when it is
received by the Unitholder's respective Michigan Trust, and each Unitholder will
have a taxable event when the Unitholder's respective Michigan Trust disposes of
a Bond (whether by sale, exchange, redemption or payment at maturity) or when
the Unitholder redeems or sells Units. Due to the requirement that tax cost be
reduced to reflect amortization of bond premium, under some circumstances a
Unitholder may realize taxable gain when Units are sold or redeemed for an
amount equal to, or less than, their original cost. The tax cost of each Unit to
a Unitholder will be allocated for purposes of these Michigan tax laws in the
same manner as the cost is allocated for Federal income tax purposes.
If a Unitholder is subject to the Michigan single business tax (i.e. is engaged
in a "business activity" as defined in the Michigan single business tax act) and
has a taxable event for Federal income tax purposes when a Michigan Trust sells
or exchanges Bonds or the Unitholder sells or exchanges Units, such event may
impact on the adjusted tax base upon which the single business tax is computed.
Any capital gain or loss realized from such taxable event which was included in
the computation of the Unitholder's Federal taxable income, plus the portion, if
any, of such capital gain excluded in such computation and minus the portion, if
any, of such capital loss not deducted in such computation for the year the loss
occurred, will be included in the adjusted tax base. The adjusted tax base of
any person other than a corporation is affected by any gain or loss realized
from the taxable event only to the extent that the resulting Federal taxable
income is derived from "business activity".
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 333-42242) relating to the Units and to the
reference to our Firm as special Michigan counsel in the Registration Statement
and in the related Prospectus.
Very truly yours,
DICKINSON WRIGHT PLLC
