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BELL, BOYD & LLOYD LLC THREE FIRST NATIONAL PLAZA
70 WEST MADISON STREET, SUITE 3300
CHICAGO, ILLINOIS 60602-4207
312.372.1121 FAX 312.372.2098
OFFICES IN CHICAGO
AND WASHINGTON, D.C.
December 19, 2000
Nuveen Virginia Dividend Advantage Municipal Fund
333 West Wacker Drive
Chicago, Illinois 60606
Ladies and Gentlemen:
Nuveen Virginia Dividend Advantage Municipal Fund
We have acted as counsel for Nuveen Virginia Dividend Advantage Municipal
Fund (the "Fund") in connection with the registration under the Securities Act
of 1933 (the "Act") of certain of its common shares of beneficial interest (the
"Shares") in registration statement no. 333-49258 on form N-2 as it is proposed
to be amended by pre-effective amendment no. 1 (as proposed to be amended, the
"Registration Statement").
In this connection we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate and other
records, certificates and other papers as we deemed it necessary to examine for
the purpose of this opinion, including the agreement and declaration of trust
(the "Trust Agreement") and by-laws of the Fund, actions of the board of
trustees of the Fund authorizing the issuance of shares of the Fund and the
Registration Statement.
We assume that, upon sale of the Shares, the Fund will receive the
authorized consideration therefor, which will at least equal the net asset value
of the Shares.
Based upon the foregoing, we are of the opinion that the Fund is authorized
to issue the Shares, and that, when the Shares are issued and sold after the
Registration Statement has been declared effective and the authorized
consideration therefor is received by the Fund, they will be validly issued,
fully paid and nonassessable by the Fund, except that, as set forth in the
Registration Statement, shareholders of the Fund may under certain circumstances
be held personally liable for obligations of the Fund.
In rendering the foregoing opinion, we have relied upon the opinion of
Bingham Dana LLP expressed in their letter to us dated December 18, 2000.
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Nuveen Virginia
Dividend Advantage Municipal Fund
December 19, 2000
Page 2
We consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not admit that we are in the category
of persons whose consent is required under section 7 of the Act.
Very truly yours,
/s/ Bell, Boyd & Lloyd LLC
