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EXHIBIT 3.3
(ON DECHERT PRICE & RHOADS LETTERHEAD)
JANUARY 11, 2001
Nuveen Investments
333 W. Wacker Drive
Chicago, Illinois 60606
RE: Nuveen Tax-Free Unit Trust, Series 1215
Pennsylvania Insured Trust 273
Gentlemen:
You have requested our opinion as to the Pennsylvania tax aspects of the
above-captioned Trust(s) (the "Pennsylvania Trust(s)") which is (are) a part of
the Nuveen Tax-Free Unit Trust Series 1215 ("Fund"). The Fund is organized under
the Trust Indenture and Agreement, of even date, between Nuveen Investments as
Depositor, and The Chase Manhattan Bank, as Trustee. The Fund will contain
several trusts, including the Pennsylvania Trust(s), which will issue Units of
fractional undivided interests. The Units will be purchased by various investors
("Unit Holder"). Each Unit of the Pennsylvania Trust(s) represents a fractional
undivided interest in the principal and net income of such Trust(s) in the ratio
of ten Units for each $1,000 of value of the obligations initially acquired by
such Trust(s). Each Pennsylvania Trust will be administered as a distinct entity
with separate certificates, investments, expenses, books and records.
The proceeds of the sale of the Units will be invested primarily in
interest-bearing obligations issued by or on behalf of the Commonwealth of
Pennsylvania, its agencies and instrumentalities, or political subdivisions
thereof, including any county, city, borough, town, township, school disrict,
municipality, and local housing or parking authority in the Commonwealth of
Pennsylvania or issued by Puerto Rico, the Virgin Islands, Guam, or the Northern
Mariana Islands ("Bonds"). Distributions of the interest received by the Trust
will be made semi-annually unless the Unit Holder elects otherwise. In the
opinion of bond counsel to each issuer, the interest on all bonds in the Trust
is exempt fromn federal income tax under existing law.
You have advised us that for federal income tax purposes each Pennsylvania Trust
will not be taxable as an association but will be governed by the provisions of
Subchapter J (relating to Trusts) of Chapter 1 of the Internal Revenue Code of
1986. Each Unit Holder will be considered the owner of a pro rata portion of the
Unit Holder's respective Pennsylvania Trust and will be subject to tax on the
income therefrom under the provisions of Subpart E of Subchapter J of Chapter 1
of the Internal Revenue Code of 1986. A Pennsylvania Trust itself will not be
subject to federal income taxes. For federal income tax purposes, each item of
trust income will have the same character in the hands of a Unit Holder as it
would have in the hands of the Trustee. Accordingly, to the extent that the
income of a Pennsylvania Trust consists of interest excludable from gross income
under Section 103 of the Internal Revenue Code of 1986, such income will be
excludable from federal gross income of the Unit Holder.
Based upon the above facts, it is our opinion that for Pennsylvania state and
local tax purposes, a Pennsylvania Trust will be recognized as a trust not
taxable as a corporation. It will, therefore, not be subject to the Pennsylvania
Capital Stock/Franchise Tax or the Pennsylvania Corporate Net Income Tax. Since
all of the income of a Trust is either itself income exempt from Pennsylvania
Personal Income Tax, as described below, or is required by the terms of the
Trust to be distributed to the holders of Units, a Trust should not be subject
to Pennsylvania Personal Income Tax. The Philadelphia School District Investment
Income Tax described below, is not imposed on trusts.
Various personal property taxes are authorized in Pennsylvania, however, none is
currently in effect. Although the validity of these taxes is currently under
federal constitutional attack, there has been no final judgment declaring the
taxes unconstitutional, and there can be no assurance that these taxes will not
be reimposed. In any event, units evidencing fractional undivided interests in a
Pennsylvania Trust would not be subject to any of these personal property taxes
to the extent of that proportion of a Pennsylvania Trust represented by Bonds
and other exempt assets. Pennsylvania Trust Units may be taxable under the
Pennsylvania inheritance and estate taxes.
The interest and gain from obligations issued by the Commonwealth of
Pennsylvania or by its political subdivisions or by any public authority of
either are exempt from tax under the Act of August 31, 1971,
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P.L. 395, Act No. 94. However, that Act was repealed by the Act of December 3,
1993, P.L. 473, Act No. 68 ("Act 68 of 1993") with respect to obligations issued
on or after February 1, 1994. Pursuant to Act 68 of 1993, profits, gains or
income derived from the sale, exchange or other disposition of exempt government
obligations issued after February 1, 1994 will be subject to state or local
taxation although interest and "income" derived from the exempt obligations will
continue to be exempt from all state and local taxation. Therefore, the
proportion of income representing interest from Bonds distributable to Unit
Holders is not taxable under the Pennsylvania Personal Income Tax imposed by
article III of the Pennsylvania "Tax Reform Code of 1971", as amended by the Act
of August 31, 1971, P.L. 362, Act No. 93, or under the Corporate Net Income Tax
imposed on corporations by Article IV of the Tax Reform Code. Similarly, such
interest will not be taxable under the Philadelphia School District Investment
Income Tax imposed on Philadelphia resident individuals under the authority of
the Act of August 9, 1963, P.L. 640, as implemented by Section 19-1804 of the
Philadelphia Code, as amended, and resolutions of the Board of Education of the
School District of Philadelphia made pursuant to the ordinances, and such
interest will not be subject to any of the taxes on net income from business
activities in Philadelphia under Philadelphia Code Sections 19-1500 and 19-2600,
imposing a Net Profits Tax and a Business Privilege Tax respectively. The City
and School District of Pittsburgh do not impose any taxes on unearned income.
Under the Pennsylvania Personal Income Tax Law, personal income tax is imposed
upon the following specified classes of income: (1) compensation for services,
(2) net profits from the operation of a business, profession, or other activity,
(3) net gains or income from the disposition of property, (4) net gains or
income in the form of rents and royalties, (5) dividends, (6) interest from
obligations not otherwise exempt, (7) gambling and lottery winnings, (8) net
gains or income from estates or trusts which fall under any of the preceding
classifications. Although there is no published authority on the question, it is
our opinion that any insurance proceeds paid in lieu of interest on default
tax-exempt obligations will be exempt from Pennsylvania Personal Income Tax
either as payment in lieu of tax-exempt interest or as payments of insurance
proceeds which are not included in any of the classes of income specified as
taxable under the Pennsylvania Personal Income Tax Law. Since Pennsylvania
Corporate Net Income Tax is imposed upon the corporation's net income for
federal income tax purposes, because such insurance proceeds will be excluded
from the federal income tax base, such proceeds will not be subject to the
Pennsylvania Corporate Net Income Tax. Finally, since proceeds from insurance
policies are expressly excluded from the Philadelphia School District Investment
Income Tax, insurance proceeds paid to replace defaulted payments under any
Bonds held by the Pennsylvania Trust(s) will not be subject to this tax.
Under Act 68 of 1993, a Unit Holder's share of gain upon disposition of a Bond
issued on or after February 1, 1994 by the Pennsylvania Trust, whether by sale,
exchange, redemption or payment at maturity, will be taxable under the
Pennsylvania Personal Income Tax. Gains on the disposition of Bonds issued
before February 1, 1994 will continue to be exempt. See 72 P.S.
Section 7303(a)(3) and 61 Pa. Code Section 121.9(b)(3). While there is no
published authority with respect to the treatment of such gains for purposes of
the Philadelphia School District Investment Income tax, it is our opinion that
gains upon dispositions of Bonds issued before February 1, 1994 are exempt from
this tax under Act of August 31, 1971, P.L. 395, Act No. 94, and, if the
question were litigated, the Pennsylvania courts should so hold. Gains on the
disposition of Bonds issued on or after February 1, 1994 will be taxable. In any
event, the Philadelphia School District Investment Income Tax has no application
to any gain on the disposition of property held for more than six months.
In C.C. Collings & Co., Inc. v. Commonwealth of Pennsylvania, 514 A.2d 1373
(1986), and two related cases, the Supreme Court of Pennsylvania held that gains
or losses from the sale of obligations of the Commonwealth of Pennsylvania, its
political subdivisions, instrumentalities and agencies are not subject to the
Corporate Net Income Tax. Profits, gains or income derived from the sale,
exchange or other disposition of those exempt obligations issued on or after
February 1, 1994, however, will be subject to tax pursuant to Act 68 of 1993.
There is no published authority under any of the Pennsylvania state and local
income taxes described above with respect to gain from the redemption or sale of
a Unit. To the extent that such gain represents the Unit Holder's share of any
unrealized gain on the Bonds issued before February 1, 1994 and held by the
Trust, it is our opinion that such gain is exempt from the above-described
Pennsylvania state and local income taxes and, if the question were litigated,
the Pennsylvania courts should so hold. To the extent that such gain is
attributable to unrealized gain on Bonds issued on or after February 1, 1994,
such gain will be taxable under
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such taxes. In any event, the Philadelphia School District Investment Income Tax
has no application to any gain on the disposition of property held for more than
six months.
Interest on obligations of Puerto Rico, the Virgin Islands, Guam, or the
Northern Mariana Islands is, under federal law, exempt from taxation by states
and municipalities. Federal law does not expressly exclude from taxation gain
realized upon the disposition of such obligations. Therefore, a disposition of
such obligations by a Pennsylvania Trust could be a taxable event to a Holder
under each of the Pennsylvania state and local income taxes discussed in the
preceding paragraphs. See Willcuts v. Bunn, 282 U.S. 216 (1931); U.S. v.
Stewart, 311 U.S. 60 (1940). Similarly, to the extent that gain on the
redemption or sale of a Unit represents unrealized gain on such obligations held
by a Pennsylvania Trust, such gain could be taxable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (No. 333-52954) relating to the Units referred to above,
and to the reference to our firm as special Pennsylvania tax counsel in said
Registration Statement and in the related Prospectus.
Very truly yours,
DECHERT PRICE & RHOADS
