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December 18, 2000
Bell Boyd & Lloyd LLC
Three First National Plaza
Suite 3300
Chicago, Illinois 60602
RE: Nuveen North Carolina Dividend Advantage Municipal Fund
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Ladies and Gentlemen:
We have acted as special Massachusetts counsel to Nuveen North Carolina Dividend
Advantage Municipal Fund, a Massachusetts business trust (the "Fund"), in
connection with the Fund's Registration Statement on Form N-2 filed with the
Securities and Exchange Commission on November 3, 2000 (the "Original Filing"),
as such Registration Statement is proposed to be amended by Pre-Effective
Amendment No. 1 (as proposed to be amended, the "Registration Statement"), with
respect to certain of its Common Shares of Beneficial Interest, par value of
$.01 per share (the "Shares"). You have requested that we deliver this opinion
to you, as special counsel to the Fund, for use by you in connection with your
opinion to the Fund with respect to the Shares.
In connection with the furnishing of this opinion, we have examined the
following documents:
(a) a certificate of the Secretary of State of the Commonwealth of
Massachusetts as to the existence of the Fund;
(b) copies, certified by the Secretary of State of the Commonwealth of
Massachusetts, of the Fund's Declaration of Trust and of all amendments
thereto on file in the office of the Secretary of State;
(c) a Certificate executed by Virginia L. O'Neal, an Assistant
Secretary of the Fund, certifying as to, and attaching copies of, the
Fund's Declaration of Trust and By-Laws, and certain resolutions adopted by
the Trustees of the Fund;
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Bell Boyd & Lloyd LLC
December 18, 2000
Page 2
(d) conformed copies of the Original Filing; and
(e) a printer's proof dated December 1, 2000 of Pre-Effective
Amendment No. 1.
In such examination, we have assumed the genuineness of all signatures, the
conformity to the originals of all of the documents reviewed by us as copies,
the authenticity and completeness of all original documents reviewed by us in
original or copy form and the legal competence of each individual executing any
document.
This opinion is based entirely on our review of the documents listed above and
such investigation of law as we have deemed necessary or appropriate. We have
made no other review or investigation of any kind whatsoever, and we have
assumed, without independent inquiry, the accuracy of the information set forth
in such documents. As to our opinion below relating to the due organization and
existence of the Fund, our opinion relies entirely upon and is limited by the
certificate referenced in paragraph (a) above.
This opinion is limited solely to the laws of the Commonwealth of Massachusetts
as applied by courts located in such Commonwealth.
We understand that all of the foregoing assumptions and limitations are
acceptable to you.
Based upon and subject to the foregoing, please be advised that it is our
opinion that:
1. The Fund is duly organized and existing under the Fund's Declaration
of Trust and the laws of the Commonwealth of Massachusetts as a voluntary
association with transferable shares of beneficial interest commonly referred to
as a "Massachusetts business trust."
2. The Shares, when issued and sold in accordance with the Fund's
Declaration of Trust and By-Laws, will be legally issued, fully paid and non-
assessable, except that, as indicated in the Registration Statement,
shareholders of the Fund may under certain circumstances be held personally
liable for its obligations.
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Bell Boyd & Lloyd LLC
December 18, 2000
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We hereby consent to your reliance on this opinion in connection with your
opinion to the Fund with respect to the Shares, to the reference to our name in
the Registration Statement under the heading "Legal Opinions" and to the filing
of this opinion as an exhibit to the Registration Statement.
Very truly yours,
BINGHAM DANA LLP
