EXHIBIT 3.2
CHAPMAN AND CUTLER
111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603
December 13, 2000
Ranson & Associates, Inc.
250 North Rock Road, Suite 150
Wichita, Kansas 67206
The Bank of New York
101 Barclay Street
New York, New York 10286
Re: Ranson Unit Investment Trusts, Series 102
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Gentlemen:
We have acted as counsel for Ranson & Associates, Inc., as Sponsor and
Depositor of Ranson Unit Investment Trusts, Series 102 (the "Fund"), in
connection with the issuance of Units of fractional undivided interest in the
Fund, under a Trust Agreement dated December 13, 2000 (the "Indenture") between
Ranson & Associates, Inc., as Depositor and Evaluator, Intellectual Capital
Markets, Inc., as Supervisor and The Bank of New York, as Trustee. The Fund is
comprised of one unit investment trust, The Mobile Commerce(SM) Trust, Series 1
(the "Trust").
In this connection, we have examined the Registration Statement, the
Prospectus, the Indenture, and such other instruments and documents as we have
deemed pertinent.
The assets of the Trust will consist of a portfolio of equity securities
(the "Equity Securities") as set forth in the Prospectus. For purposes of the
following discussion and opinion, it is assumed that each Equity Security is
equity for federal income tax purposes and that each REIT share (as defined
herein) represents a share in an equity treated as real estate investment trust
for federal income tax purposes.
Based upon the foregoing and upon an investigation of such matters of law
as we consider to be applicable, we are of the opinion that, under existing
United States Federal income tax law:
(i) The Trust is not an association taxable as a corporation but
will be governed by the provisions of subchapter J (relating to
trusts) of chapter 1, Internal Revenue Code of 1986 (the "Code").
(ii) A Unitholder will be considered as owning a pro rata share
of each asset of the Trust in the proportion that the number of Units
held by him bears to the total number of Units outstanding. Under
subpart E, subchapter J of chapter 1 of the Code, income of a Trust
will be treated as income of each Unitholder in the proportion
described, and an 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. Each Unitholder will be considered to have received his pro
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rata share of income derived from each Trust asset when such income is
considered to be received by the Trust.
(iii) The price a Unitholder pays for his Units, generally
including sales charges, is allocated among his pro rata portion of
each Equity Security held by the Trust (in proportion to the fair
market values thereof on the valuation date closest to the date the
Unitholder purchases his Units), in order to determine his tax basis
for his pro rata portion of each Equity Security held by the Trust.
For federal income tax purposes, a Unitholder's pro rata portion of
distributions of cash or property by a corporation with respect to an
Equity Security ("dividends" as defined by Section 316 of the Code )
are taxable as ordinary income to the extent of such corporation's
current and accumulated "earnings and profits." A Unitholder's pro
rata portion of dividends which exceed such current and accumulated
earnings and profits will first reduce the Unitholder's tax basis in
such Equity Security, and to the extent that such dividends exceed a
Unitholder's tax basis in such Equity Security, shall be treated as
gain from the sale or exchange of property. Certain of the issuers of
the Equity Securities intent to qualify under special Federal income
tax rules as "real estate investment trust" (a "REIT," shares of such
issuer held by a Trust shall be referred to as the "REIT Shares").
Because Unitholders are deemed to directly own a pro rata portion of
the REIT Shares as discussed above, Unitholders are advised to consult
their tax advisers for information relating to the tax consequences of
owning the REIT Shares. Provided such issuer qualifies as a REIT,
certain distributions by such issuer on the REIT Shares may qualify as
"capital gain dividends," taxable to shareholders (and, accordingly,
to the Unitholders as owners of a pro rata portion of the REIT Shares)
as long-term capital gain, regardless of how long a shareholder has
owned such shares. In addition, distributions of income or capital
gains declared on REIT Shares in October, November, or December will
be deemed to have been paid to the shareholders (and, accordingly, to
the Unit holders as owners of a pro rata portion of the REIT Shares)
on December 31 of the year they are declared, even when paid by the
REIT during the following January and received by shareholders or
Unitholders in such following year.
(iv) Gain or loss will be recognized to a Unitholder (subject to
various nonrecognition provisions under the Code) upon redemption or
sale of his Units, except to the extent an in kind distribution of
stock is received by such Unitholder from the Trust as discussed
below. Such gain or loss is measured by comparing the proceeds of
such redemption or sale with the adjusted basis of his Units. Before
adjustment, such basis would normally be cost if the Unitholder had
acquired his Units by purchase. Such basis will be reduced, but not
below zero, by the Unitholder's pro rata portion of dividends with
respect to each Equity Security which are not taxable as ordinary
income.
(v) If the Trustee disposes of a Trust asset (whether by sale,
taxable exchange, liquidation, redemption, payment on maturity or
otherwise) gain or loss will be recognized to the Unitholder (subject
to various nonrecognition provisions under the Code) and the amount
thereof will be measured by comparing the Unitholder's aliquot share
of the total proceeds from the transaction with his basis for his
fractional interest in the asset disposed of. Such basis is
ascertained by apportioning the tax basis for his Units (as of the
date on which his Units were acquired) among each of the Trust assets
of the Trust (as of the date on which his Units were acquired) ratably
according to their values as of the valuation date nearest the date on
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which he purchased such Units. A Unitholder's basis in his Units and
of his fractional interest in each Trust asset must be reduced, but
not below zero, by the Unitholder's pro rata portion of dividends with
respect to each Equity Security which are not taxable as ordinary
income. However, any loss realized by a Unitholder with respect to
the disposition of his pro rata portion of the REIT Shares, to the
extent such Unitholder has owned his Units for less than six months or
the Trust has held the REIT Shares for less than six months, will be
treated as long-term capital loss to the extent of the Unitholder's
pro rata portion of any capital gain dividends received (or deemed to
have been received) with respect to the REIT Shares.
(vi) Under the Indenture, under certain circumstances, a
Unitholder tendering Units for redemption may request an in kind
distribution of Equity Securities upon the redemption of Units or upon
the termination of the Trust. As previously discussed, prior to the
redemption of Units or the termination of the Trust, a Unitholder is
considered as owning a pro rata portion of each of the Trust's assets.
The receipt of an in kind distribution will result in a Unitholder
receiving an undivided interest in whole shares of stock and possibly
cash. The potential federal income tax consequences which may occur
under an in kind distribution with respect to each Equity Security
owned by the Trust will depend upon whether or not a Unitholder
receives cash in addition to Equity Securities. An "Equity Security"
for this purpose is a particular class of stock issued by a particular
corporation. A Unitholder will not recognize gain or loss if a
Unitholder only receives Equity Securities in exchange for his or her
pro rata portion in the Equity Securities held by the Trust. However,
if a Unitholder also receives cash in exchange for a fractional share
of an Equity Security held by the Trust, such Unitholder will
generally recognize gain or loss based upon the difference between the
amount of cash received by the Unitholder and his tax basis in such
fractional share of an Equity Security held by the Trust. The total
amount of taxable gains (or losses) recognized upon such redemption
will generally equal the sum of the gain (or loss) recognized under
the rules described above by the redeeming Unitholder with respect to
each Equity Security owned by the Trust.
A domestic corporation owning Units in the Trust may be eligible for the
70% dividends received deduction pursuant to Section 243(a) of the Code with
respect to such Unitholder's pro rata portion of dividends received by the Trust
(to the extent such dividends are taxable as ordinary income and are
attributable to domestic corporations), subject to the limitations imposed by
Sections 246 and 246A of the Code. However, dividends received on the REIT
Shares are not eligible for the dividends received deduction.
To the extent dividends received by the Trust are attributable to foreign
corporations, a corporation that owns Units will not be entitled the dividends
received deduction with respect to its pro rata portion of such dividends since
the dividends received deduction is generally available only with respect to
dividends paid by domestic corporations.
Section 67 of the Code provides that certain itemized deductions, such as
investment expenses, tax return preparation fees and employee business expenses
will be deductible by individuals only to the extent they exceed 2% of such
individual's adjusted gross income. Unitholders may be required to treat some
or all of the expenses of the Trust as miscellaneous itemized deductions subject
to this limitation.
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A Unitholder will recognize taxable gain (or loss) when all or part of the
pro rata interest in an Equity Security is either sold by the Trust or redeemed
or when a Unitholder disposes of his Units in a taxable transaction, in each
case for an amount greater (or less) than his tax basis therefor (subject to
various non-recognition provisions of the Code).
It should be noted that payments to the Trust of dividends on Securities
that are attributable to foreign corporations may be subject to foreign
withholding taxes and Unitholders should consult their tax advisers regarding
the potential tax consequences relating to the payment of any such withholding
taxes by the Trust. Any dividends withheld as a result thereof will
nevertheless be created as income to the Unitholders. Because under the grantor
trust rules, an investor is deemed to have paid directly his share of foreign
taxes that have been paid or accrued, if any, an investor may be entitled to a
foreign tax credit or deduction for United States tax purposes with respect to
such taxes. A required holding period is imposed for such credits.
Any gain or loss recognized on a sale or exchange will, under current law,
generally be capital gain or loss.
The scope of this opinion is expressly limited to the matters set forth
herein, and, except as expressly set forth above, we express no opinion with
respect to any other taxes, including foreign, state or local taxes or
collateral tax consequences with respect to the purchase, ownership and
disposition of Units.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 333-50856) relating to the Units referred to
above and to the use of our name and to the reference to our firm in said
Registration Statement and in the related Prospectus.
Very truly yours,
CHAPMAN AND CUTLER
MJK/erg
