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EXHIBIT 3.1
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 450-4000
OCTOBER 20, 2000
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES--417
DEFINED ASSET FUNDS
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
SALOMON SMITH BARNEY INC.
PAINEWEBBER INCORPORATED
DEAN WITTER REYNOLDS INC.
C/O MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
DEFINED ASSET FUNDS
P.O. BOX 9051
PRINCETON, NJ 08543-9051
DEAR SIRS:
We have acted as special counsel for you, as sponsors (the "Sponsors") of
Multistate Series--417 of Municipal Investment Trust Fund, Defined Asset Funds
(the "Trusts"), in connection with the issuance of units of fractional undivided
interest in the Trusts (the "Units") in accordance with the Trust Indenture
relating to the Trusts (the "Indentures").
We have examined and are familiar with originals or copies, certified or
otherwise identified to our satisfaction, of such documents and instruments as
we have deemed necessary or advisable for the purpose of this opinion.
Based upon the foregoing, we are of the opinion that (i) the execution and
delivery of the Indenture and the issuance of the Units have been duly
authorized by the Sponsors and (ii) the Units, when duly issued and delivered by
the Sponsors and the Trustee in accordance with the applicable Indentures, will
be legally issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 3.1 to the
Registration Statement relating to the Units filed under the Securities Act of
1933 and to the use of our name in such Registration Statement and in the
related prospectus under the heading "How The Fund Works--Legal Opinion".
Very truly yours,
DAVIS POLK & WARDWELL
