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EXHIBIT 3.3
(ON SHERMAN & HOWARD L.L.C. LETTERHEAD)
JANUARY 5, 2001
Nuveen Tax-Free Unit Trust,
Series 1214
c/o The Chase Manhattan Bank
4 New York Plaza, Third Floor
New York, New York 10004-2413
Re: Colorado Insured Trust 91
Ladies and Gentlemen:
We have acted as special counsel to the Nuveen Tax-Free Unit Trust, Series 1214
(the "Fund") with respect to certain applications of the income tax law of the
State of Colorado to the above captioned Trust(s) created as part of the Fund
(the "Colorado Trust(s)") and to the holders of certificates or registered
holders of book entry positions evidencing ownership of fractional undivided
interests ("Units") in the Colorado Trust(s) who are residents of the State of
Colorado ("Colorado Unitholders").
In this connection, we have examined the form of an opinion of Chapman and
Cutler, counsel for Nuveen Investments, the Depositor, to be dated today, as to
the federal tax status of the several constituent trusts of the Fund and the
holders of Units, including the Colorado Trust(s) and the Colorado Unitholders.
Chapman and Cutler has advised us that its opinion, as executed and delivered,
will be in all material respects identical to such form. We have also examined
such pertinent materials and matters of law as we deemed necessary in order to
enable us to express the opinions hereinafter set forth.
It is our understanding that a Colorado Trust will consist of obligations which
were issued by the State of Colorado or its political subdivisions or by the
United States or possessions of the United States including Puerto Rico, the
Virgin Islands and Guam ("Bonds"). The following opinion assumes that the
Colorado Trust(s) will have no income other than (i) interest income on the
Bonds, (ii) insurance proceeds, if any, referred to in paragraph (3) below, and
(iii) gain on the disposition of such Bonds.
Based on the foregoing and, with your permission, in reliance upon the opinion
of Chapman and Cutler referred to above, it is our opinion that application of
existing Colorado income tax law would be as follows:
The Chapman and Cutler opinion concludes that each trust, including the Colorado
Trust(s), will be governed by the provisions of Subpart E of subchapter J of
chapter 1, Internal Revenue Code of 1986 (the "Code"). Although there are no
Colorado income tax statutes similar to subchapter J of chapter 1 of the Code,
the Colorado statutory provisions generally operate to reach the same result
that is reached under the federal system. The income, deduction, and credit
items directly reportable by the "owner" of a trust under the federal rules are
also directly reportable by that same person under Colorado rules. Conversely,
items of income, deduction, and credit not reportable for federal purposes
typically are not reported for Colorado purposes. For resident individuals,
estates, and trusts, Colorado law imposes a tax on federal taxable income, as
defined in the Code, with specific modifications. For corporations, a tax is
imposed on net income derived from sources within Colorado. A corporation's net
income is defined as federal taxable income, again with certain modifications.
There are two modifications relevent to this opinion. First, interest income
less amortization of premium on obligations of any state or any politcal
subdivision thereof must be added to federal taxable income; however, interest
income on obligations of the State of Colorado or a political subdivision
thereof which are issued on or after May 1, 1980 is specifically excluded from
this modification. Interest income on obligations of the State of Colorado or a
political subdivision thereof which were issued before May 1, 1980 is also
excluded from this modification to the extent that such interest is specifically
exempt from income taxation under the laws of the State of Colorado authorizing
the issuance of such obligations. The second relevent modification is that
interest income on obligations of the United States and its possessions is
subtracted from federal taxable income to the extent it was included in federal
taxable income.
Colorado also imposes on individuals, estates, and trusts an alternative minimum
tax based on the federal alternative minimum taxable income determined pursuant
to Section 55 of the Code. As with the
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modifications to federal taxable income pertaining to interest income on
Colorado exempt obligations, interest income on obligations of the State of
Colorado and political sudivisions thereof which are issued on or after May 1,
1980, or which were issued prior to May 1, 1980 but have interest specifically
exempt from income taxation under the Colorado laws authorizing the issuance of
such obligations, is not included in the modification that otherwise requires
that interest income from obligations of states or political subdivisions
thereof be included in federal alternative minimum taxable income. Furthermore,
interest income on obligations of the United States and its possessions is
subtracted from federal alternative minimum taxable income.
Because Colorado income tax law is based upon the federal law and in light of
the opinion of Chapman and Cutler, the Colorado Trust(s) will not be
association(s) taxable as corporation(s) for purposes of Colorado income
taxation.
With respect to Colorado Unitholders, in view of the relationship between
federal and Colorado tax computations described above and the opinion of Chapman
and Cutler referred to above:
(1) Each Colorado Unitholder will be treated as owning a share of each asset of
the Colorado Unitholder's respective Colorado Trust for Colorado income tax
purposes, in the proportion that the number of Units of such Colorado Trust held
by the Unitholder bears to the total number of outstanding Units of the Colorado
Trust, and the income of the Colorado Trust will therefore be treated as the
income of each Colorado Unitholder under Colorado law in the proportion
described;
(2) Interest on Bonds that would not be included in the base subject to
Colorado income tax or Colorado alternative minimum tax when paid directly to a
Colorado Unitholder will not be included in the base subject to Colorado income
tax or alternative minimum tax when received by a Colorado Trust and attributed
to such Colorado Unitholder and when distributed to such Colorado Unitholder;
(3) Proceeds paid under an insurance policy, if any, issued to the issuer of
the Bonds involved, to the Depositor prior to deposit of the Bonds in a Colorado
Trust, or to a Colorado Trust, which proceeds represent maturing interest on
defaulted Bonds and which proceeds would not be included in the base subject to
Colorado income tax or Colorado alternative minimum tax when paid directly to a
Colorado Unitholder will not be included in the base subject to Colorado income
and alternative minimum tax when received by a Colorado Trust and attributed to
such Colorado Unitholder and when distributed to such Colorado Unitholder;
(4) Generally, each Colorado Unitholder will realize gain or loss taxable in
Colorado when the Colorado Unitholder's respective Colorado Trust disposes of a
Bond (whether by sale, exchange, redemption, or payment at maturity) or when the
Colorado Unitholder redeems or sells Units at a price that differs from original
cost as adjusted for amortization of bond discount or premium and other basis
adjustments (including any basis reduction that may be required to reflect a
Colorado Unitholder's share of interest, if any, accruing on Bonds during the
interval between the Colorado Unitholder's settlement date and the date such
Bonds are delivered to the Colorado Trust, if later). However, beginning in
2000, a Colorado Unitholder who is an individual, a trust or an estate may be
able to exclude from Colorado taxable income up to $1,200 per year ($2,400 for a
married couple filing jointly; which limits increase to $1,500 and $3,000,
respectively, for years beginning with 2001), interest income from the Bonds, of
gains from the Trust's disposition of Bonds or gains from the redemption or sale
of the Colorado Unit Holder's Units. Under legislation enacted by Colorado in
1999, interest income, dividend income and net capital gains (as defined in
Section 1222(11) of the Code) otherwise includable in taxable income qualify for
the exclusion. The exclusion will be available only in years during which state
revenues exceed by $220 million ($350 million, indexed annually, for fiscal
years beginning after July 1, 2000) state spending limits mandated by the
Colorado Constitution, as such revenue and spending limits are described in the
Appendix to the Information Supplement entitled "Colorado Disclosure" under the
caption "Economic Factors--Colorado--Restrictions on Appropriations and
Revenues";
(5) Tax cost reduction requirements relating to amortization of bond premium
may, under some circumstances, result in Colorado Unitholders realizing gain
taxable in Colorado when their Units are sold or redeemed for an amount equal to
or less than their original cost. Such gain may qualify for the exclusion from
Colorado taxable income described in paragraph (4) above during years in which
the exclusion becomes available; and
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(6) If interest on indebtedness incurred or continued by a Colorado Unitholder
to purchase Units in the Colorado Trust is not deductible for federal income tax
purposes, it will not be deductible for Colorado income tax purposes.
We have not examined any of the Bonds to be deposited in the Colorado Trusts(s)
and express no opinion as to whether the interest (or, if applicable, insurance
proceeds representing interest) on any such Bonds would in fact be included in
the base subject to Colorado income tax or Colorado alternative minimum tax if
directly received by a Colorado Unitholder.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 333-52576) relating to the Units referred to
above and to the use of our name and the reference to our firm in such
Registration Statement, and in the related Prospectus, under the "Tax Status"
heading for each Colorado Trust in the Fund. In addition, we authorize The Chase
Manhattan Bank to rely upon this opinion in its capacity as Trustee of the Fund.
Very truly yours,
SHERMAN & HOWARD L.L.C.
