<PAGE>
EXHIBIT 3.3
(ON CHRISTIAN & BARTON, L.L.P. LETTERHEAD)
NOVEMBER 6, 2000
Nuveen Investments
333 W. Wacker Drive
Chicago, Illinois 60606
Attn: Alan G. Berkshire, Esquire
The Chase Manhattan Bank,
as Trustee of Nuveen Tax-Free Unit Trust
Series 1203,
Virginia Traditional Trust 352
Nuveen Administration Department
4 New York Plaza - 3rd Floor
New York, New York 10004-2413
Gentlemen:
We have acted as special Virginia counsel to Nuveen Tax-Free Unit Trust, Series
1203 (the "Fund"), concerning a Registration Statement (No. 333-48748) under the
Securities Act of 1933, as amended (the "Registration Statement"), covering the
issuance by the Fund of units of fractional undivided interest pursuant to a
Trust Indenture and Agreement dated as of the date hereof between Nuveen
Investments and The Chase Manhattan Bank (the "Trustee"). The Fund will issue
units in several State Trusts, one of which is the Virginia Traditional Trust
(the "Virginia Trust" or "Trust", the units of which are referred to as the
"Units"). The Units will be purchased by various investors (the "Unitholders").
Each Trust will be administered as a distinct entity with separate certificates,
investments, expenses, books and records.
The assets of the Virginia Trust will consist of interest-bearing obligations
issued by or on behalf of the Commonwealth of Virginia, its counties,
municipalities, authorities or political subdivisions, and, provided the
interest thereon is exempt from Virginia income taxes by the laws or treaties of
the United States, by or on behalf of United States territories or possessions,
including Puerto Rico, Guam, the Virgin Islands and the Northern Mariana
Islands, and their political subdivisions and authorities (the "Bonds").
You have requested our opinion as to the application of Virginia state and local
taxes to the Trust and the Unitholders. In rendering our opinion, we have
assumed that the interest on all Bonds in the Trust will be exempt from Federal
income tax. Furthermore, in rendering our opinion, we have relied on the opinion
of Messrs. Chapman and Cutler, of even date herewith, that:
(1)--The Trust is not an association taxable as a corporation for Federal income
tax purposes but will be governed by the provisions of Subchapter J (relating to
Trusts) of Chapter 1 of the Internal Revenue Code of 1986 (the "Code"); and
(2)--each Unitholder of the Trust will be considered as owning a pro rata share
of each asset of the Trust in the proportion that the number of Units of the
Trust held by such Unitholder bears to the total number of outstanding Units of
the Trust, and income of the Trust will be treated as income of each Unitholder
in the proportion described above and an item of Fund income will have the same
character in the hands of a Unitholder as it would have in the hands of the
Trustee.
Based upon the foregoing, we are of the opinion that, under existing Virginia
law:
(i)--The Trust will be treated as a trust for Virginia income tax purposes and
not as an association taxable as a corporation. As a result, the income of the
Trust will be treated as the income of the Unitholders.
(ii)--Amounts representing tax-exempt interest for Federal income tax purposes
received or accrued by the Trust with respect to the Bonds will not be taxed to
the Trust or to the Unitholders for Virginia income tax purposes. To the extent
that interest on or gain on the sale of obligations of the Commonwealth or any
political subdivision or instrumentality thereof is included in Federal adjusted
gross income, that income shall be subtracted in arriving at Virginia taxable
income.
(iii)--Where an independent Virginia income tax exemption is provided for
interest on certain obligations, including those issued by industrial
development authorities created pursuant to the Virginia Industrial
<PAGE>
Development and Revenue Bond Act, by the Virginia Housing Development Authority,
by the Virginia Resources Authority and by the Virginia Education Loan
Authority, interest on such obligations is exempt from Virginia income taxation
without regard to any exemption from Federal income taxes.
(iv)--Gain which is subject to Federal income taxation as a result of the sale
of a Unit by the Unitholder will be included in the Unitholder's Virginia
taxable income.
No income tax is imposed by any political subdivision of the Commonwealth of
Virginia. The Commonwealth of Virginia does not impose a gift tax, and the
Virginia estate tax on a resident's Federal taxable estate and a non-resident's
Federal taxable estate located in the Commonwealth is equal to the maximum state
death tax credit allowable against the Federal estate tax payable by the estate.
We have not examined any of the Bonds, nor have we made any review of the
proceedings relating to the issuance of the Bonds or the basis for any opinions
with respect to their validity or the tax-exempt status thereof for Federal
income tax purposes. We have made no independent investigation as to, or passed
on, the operation of the Trust or the sale of the Units in Virginia or in any
other state. No opinion was requested, nor is any opinion expressed, with
respect to any tax consequences to the sponsor of the Trust, any underwriters,
or any broker-dealers.
We should point out that to the extent the Trust consists of property of persons
domiciled in Virginia, the Trust will in our opinion be considered a "resident
trust" for Virginia income tax purposes. While we do not believe that the mere
ownership by the Trust of the Bonds constitutes sufficient nexus to subject the
Trust to the tax jurisdiction of Virginia, we express no opinion as to whether
any activities with respect to the sale of Units in Virginia may establish such
a nexus. If a sufficient nexus exists, then if the Trust is required to file a
Federal fiduciary income tax return it also will be required to file a Virginia
fiduciary income tax return. Any such return would be for information purposes
only, since each transaction of the Trust should be treated as a transaction of
the several Unitholders, and not as a transaction of the Trust that could give
rise to Virginia taxable income of the Trust.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of our name and the reference to our firm in the
Registration Statement and the prospectus included therein.
Very truly yours,
CHRISTIAN & BARTON, L.L.P.
