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EXHIBIT 3.3
(ON SQUIRE, SANDERS & DEMPSEY LETTERHEAD)
OCTOBER 3, 2000
Nuveen Investments
333 West Wacker Drive
Chicago, Illinois 60606
The Chase Manhattan Bank
Nuveen Administration Department
4 New York Plaza - 3rd Floor
New York, New York 10004-2413
RE: Nuveen Tax-Free Unit Trust, Series 1196
Ohio Insured Trust 181
Gentlemen:
You have requested our opinion as to the Ohio tax aspects of the above-
captioned Trust(s) (the "Ohio Trust(s)"), which is(are) part of the Nuveen
Tax-Free Unit Trust -- Series 1196 (the "Fund"). We understand that the Fund is
organized under the Trust Indenture and Agreement, dated the date hereof,
between Nuveen Investments, as Depositor, and The Chase Manhattan Bank, as
Trustee. We further understand that (i) the Fund will issue Units of fractional
undivided interests in several state trusts, including the Ohio Trust(s),
(ii) the Units will be purchased by various investors ("Unitholders"),
(iii) each Unit of the Ohio Trust(s) represents a fractional undivided interest
in the principal and net income of the Ohio Trust(s) in the ratio of ten Units
for each $1,000 of principal amount of the obligations initially acquired by the
Ohio Trust(s), and (iv) each state trust will be administered as a distinct
entity with separate certificates, investments, expenses, books and records.
In addition, we understand that (i) the Ohio Trust(s) is(are) comprised
primarily of interest-bearing obligations issued by or on behalf of the State of
Ohio, political subdivisions thereof, or agencies or instrumentalities thereof
("Ohio Obligations"), or by the governments of Puerto Rico, the Virgin Islands,
the Northern Mariana Islands or Guam ("Territorial Obligations") (collectively,
"Obligations"), (ii) at all times at least fifty percent of the total assets of
the Ohio Trust(s) will consist of Ohio Obligations, or similar obligations of
other states or their subdivisions, and (iii) distributions of interest received
by the Ohio Trust(s) will be made semi-annually unless the Unitholder elects
otherwise. We further understand that, based on the opinion of bond counsel with
respect to each issue of Ohio Obligations held or to be held by the Ohio Trust,
rendered on the date of issuance thereof, interest on each such issue is
excluded from gross income for federal income tax purposes under Section 103(a)
of the Internal Revenue Code of 1986, as amended (the "Code"), its statutory
predecessor, or other provisions of federal law, provided that with respect to
certain Ohio and Territorial Obligations, certain representations are accurate
and certain covenants are satisfied.
We understand that Chapman and Cutler has rendered an opinion that for federal
income tax purposes the Ohio Trust(s) will not be taxable as (an) association(s)
but will be governed by the provisions of subchapter J (relating to trusts) of
Chapter 1 of the Code; each Unitholder will be considered the owner of a pro
rata portion of the Unitholder's respective Ohio Trust under Section 676(a) of
the Code; the Ohio Trust(s) will not be subject to federal income tax; each
Unitholder will be considered to have received his pro rata share of interest on
the underlying bonds in the Unitholder's respective Ohio Trust when it is
received by such Ohio Trust; and each Unitholder will have a taxable event when
the Unitholder's respective Ohio Trust disposes of an underlying obligation
(whether by sale, exchange, redemption, or payment at maturity) or when the
Unitholder redeems or sells his Units.
Based on the foregoing and upon an examination of such other documents and an
investigation of such other matters of law as we have deemed necessary, we are
of the opinion that under existing Ohio law:
1.--The Ohio Trust(s) is(are) not taxable as (a) corporation(s) or otherwise for
purposes of the Ohio personal income tax, school district or municipal income
taxes in Ohio, the Ohio corporation franchise tax, or the Ohio dealers in
intangibles tax.
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2.--Distributions with respect to Units of the Ohio Trust(s) ("Distributions")
will be treated as the income of the Unitholders for purposes of the Ohio
personal income tax, and municipal and school district income taxes in Ohio and
the Ohio corporation franchise tax in proportion to the respective interest
therein of each Unitholder.
3.--Distributions properly attributable to interest on Ohio Obligations held by
the Ohio Trust(s) are exempt from the Ohio personal income tax, and municipal
and school district income taxes in Ohio, and are excluded from the net income
base of the Ohio corporation franchise tax when distributed or deemed
distributed to Unitholders.
4.--Distributions properly attributable to interest on Territorial Obligations
held by the Ohio Trust(s) the interest on which is exempt from state income
taxes under the laws of the United States are exempt from the Ohio personal
income tax, and municipal and school district income taxes in Ohio and, provided
such interest is excluded from gross income for federal income tax purposes, are
excluded from the net income base of the Ohio corporation franchise tax when
distributed or deemed distributed to Unitholders.
5.--Distributions properly attributable to proceeds paid under insurance
policies, if any, to the Trustee of the Ohio Trust(s) representing maturing
interest on defaulted Obligations held by the Ohio Trust(s) that is excluded
from gross income for federal income tax purposes will be exempt from the Ohio
personal income tax and municipal and school district income taxes in Ohio and
the net income base of the Ohio corporation franchise tax.
6.--Distributions of profit made on the sale, exchange or other disposition by
the Ohio Trust(s) of Ohio Obligations, including Distributions of "capital gains
dividends" as defined in Section 852(b)(3)(C) of the Code, properly attributable
to the sale, exchange or other disposition of Ohio Obligations are exempt from
Ohio personal income tax, and municipal and school district income taxes in
Ohio, and are excluded from the net income base of the Ohio corporation
franchise tax when distributed or deemed distributed to Unitholders.
We have not examined any of the obligations to be deposited in the Ohio Trust(s)
and express no opinion as to whether such obligations, interest thereon, or gain
from the sale or other disposition thereof would in fact be exempt from any
federal or Ohio taxes if such obligations were held, or such interest or gain
were received, directly by the Unitholders.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (No. 333-46604) relating to the Units referred to above,
and to the reference to our firm as special Ohio tax counsel in said
Registration Statement and in the Prospectus contained therein.
Respectfully submitted,
SQUIRE, SANDERS & DEMPSEY, L.L.P.
