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EXHIBIT 3.3
(ON HEROLD AND HAINES LETTERHEAD)
JANUARY 11, 2001
Nuveen Investments
333 West Wacker Drive
Chicago, Illinois 60606
RE: Nuveen Tax-Free Unit Trust - Series 1215
New Jersey Insured Trust 267
Dear Sirs and Mesdames:
We have acted as special counsel, with respect to New Jersey state tax matters,
to Nuveen Tax-Free Unit Trust - Series 1215 (the "Fund") concerning a
Registration Statement (No. 333-52954) on Form S-6 under the Securities Act of
1933, as amended, covering the issuance by the Fund of units of fractional
undivided interest (the "Units") in several state trusts (the "State Trusts"),
one of which is the above-captioned trust ("New Jersey Trust"). Such Units will
be purchased by various investors ("Unitholders").
The Fund is organized under a Trust Indenture and Agreement (the "Indenture") of
even date herewith between Nuveen Investments (the "Depositor") and Chase
Manhattan Bank (the "Trustee"). Each Unit of the New Jersey Trust represents a
fractional undivided interest in the principal and net income of the New Jersey
Trust in the ratio of ten Units for each one thousand dollars ($1,000) of
principal amount of the obligations initially acquired by the New Jersey Trust.
The New Jersey Trust will be administered as a distinct entity with separate
certificates, investments, expenses, books and records.
In acting as special counsel, we have examined such documents and records with
respect to the immediately preceding series of Nuveen Tax-Free Unit Trust -
Series which included a State Trust consisting primarily of Bonds (herein
defined) (the "Prior Series") as we deem necessary, including, but not limited
to, the Trust Indenture and Agreement (the "Prior Series Indenture") and the
Prospectus. You have advised that the Indenture is identical in all material
respects to the Prior Series Indenture. You have also advised that the opinion
of Messrs. Chapman and Cutler with respect to the Federal income tax status of
the Fund, its constituent State Trusts and its Unitholders is in all material
respects identical to the opinion issued by Messrs. Chapman and Cutler for the
Prior Series.
We note that the assets of the New Jersey Trust will consist of interest-bearing
obligations issued by or on behalf of the State of New Jersey, and counties,
municipalities, authorities and other political subdivisions thereof, and
certain territories of the United States including Puerto Rico, Guam, the Virgin
Islands and the Northern Mariana Islands (the "Bonds"). Distributions of the
interest received by the New Jersey Trust will be made to each Unitholder
semi-annually unless the Unitholder elects to receive such distributions on a
monthly or quarterly basis. In the opinion of bond counsel to each issuer, the
interest on all Bonds in the New Jersey Trust is exempt from Federal income tax
under existing law.
We understand that on this date (the "Date of Deposit") the Depositor has
deposited with the Trustee the total principal amount of interest-bearing
obligations and/or contracts for the purchase thereof together with an
irrevocable letter of credit in the amount required for the purchase price and
accrued interest, if any. All obligations included in the deposit described
above will be covered by insurance obtained by the issuer of such obligations
from the Insurer guaranteeing timely payment of principal and interest. Such
insurance will provide that the amount paid by the Insurer in respect of any
Bond may not exceed the amount of principal and interest due on the Bond and
such payment will in no event relieve the issuer from its continuing obligation
to pay such defaulted principal and interest in accordance with the terms of the
obligation.
Section 2.04 of the Indenture provides that each State Trust is a separate and
distinct trust for all purposes, the assets of one State Trust may not be
commingled with the assets of any other State Trust, and that the expenses of
one State Trust shall not be charged against any other State Trust.
Section 2.04 further provides that the certificates representing the ownership
of an undivided fractional interest in one State Trust shall not be exchangeable
for certificates representing the ownership of an undivided fractional interest
in any other State Trust.
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The Indenture provides further, among other things, that the Trustee shall:
A.--Collect all interest and monies payable to the New Jersey Trust, and hold
the funds collected in trust on behalf of the Unitholders of the New Jersey
Trust;
B.--Set aside from such funds any amounts necessary for the reimbursement of
advances and for the payment of expenses, taxes and governmental charges in
respect of the New Jersey Trust;
C.--Distribute all remaining amounts semi-annually, or monthly or quarterly if
so elected by a Unitholder, to the Unitholders in proportion to their interest
in the New Jersey Trust;
D.--Redeem any certificates tendered for redemption by a Unitholder provided
that the Trustee has notified the Depositor of the tender and the Depositor has
failed to indicate within a time specified in the Indenture that it will
purchase the tendered certificates from the tendering Unitholder;
E.--Sell or liquidate any or all Bonds at the sole direction of the Depositor
and at such price and time and in such manner as shall be determined by the
Depositor, provided that the Depositor has determined that any one or more of
certain conditions specified in the Indenture exists;
F.--In connection with an offer made by an obligor of any of the Bonds to issue
new obligations, in exchange and substitution for any issue of Bonds pursuant to
a plan for the refunding or refinancing of such Bonds, pursuant to the sole
instruction of the Depositor in writing, reject such offer and either hold or
sell such Bonds, or accept or reject such offer or to take any other action with
respect thereto as the Depositor may deem proper; and
G.--At the direction of the Depositor, acquire Replacement Bonds, as defined in
the Prospectus, to make up the original corpus of the New Jersey Trust in the
event of a failure to deliver any Bond that has been purchased for the New
Jersey Trust under a contract, including those Bonds purchased on a "when, as
and if issued" basis.
The Trustee has no power of sale except (a) on order of the Depositor as stated
herein, (b) to provide funds, not otherwise available, to pay taxes, charges,
expenses, fees or indemnities, (c) in case of default on any of the Bonds, but
only after notification of the Depositor, and provided that the Depositor has
not, within 30 days of such notification, given any instructions to sell or to
hold, or has not taken any other action in connection with, such Bonds, or
(d) for the purpose of redeeming certificates tendered by any Unitholder. The
Trustee has no power to reinvest, except as stated in Section 3.08 of the
Indenture. Such limited power of reinvestment is in furtherance of the Trustee's
obligation to protect the trust assets, and does not constitute power to vary
investments.
The Indenture provides further, among other things, that the Unitholders:
A.--May tender their certificate or certificates to the Trustee for redemption
except in limited circumstances;
B.--Will not have any right to vote or in any manner otherwise control the
operation and management of the Fund, the New Jersey Trust, or the obligations
of the Depositor or Trustee;
C.--May elect to receive distributions from the New Jersey Trust on a monthly or
quarterly basis;
D.--May terminate the New Jersey Trust at any time by written consent of 100% of
the Unitholders of the New Jersey Trust; and
E.--Shall be under no liability to any third persons by reason of any action
taken by the Depositor or Trustee or any other Unitholder, or any other cause
whatsoever.
You have advised that, in the opinion of Messrs. Chapman and Cutler, for Federal
income tax purposes the Fund and New Jersey Trust will not be taxable as a
corporation or association but will be governed by the provisions of
Subchapter J (relating to trusts) of Chapter 1 of the Internal Revenue Code of
1986, as amended. Each Unitholder will be considered the owner of a pro rata
portion of the New Jersey 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, as amended. The New Jersey 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 the Unitholder as
it would have in the hands of the Trustee. Accordingly, to the extent that the
income of the New Jersey Trust consists of interest excludable from gross income
under Section 103 of the Internal Revenue Code of 1986, as amended, such income
will be excludable from Federal gross income of the Unitholder. Furthermore, any
proceeds paid under insurance policies issued
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directly to the respective Bond issuers to the Trustee of the Fund with respect
to each Bond which represent maturing interest on defaulted obligations held by
the Trustee will be excludable from Federal gross income if, and to the same
extent as, such interest would have been so excludable if paid by the issuer of
the defaulted obligations.
Based on our examination of the Prior Series Indenture, your advice that the
Indenture is identical in all material respects to the Prior Series Indenture,
your advice that the opinion of Messrs. Chapman and Cutler with respect to the
Federal income tax status of the Fund, its constituent State Trusts and its
Unitholders dated as of the date hereof is identical in all material respects to
its counterpart in the Prior Series, and, with respect to Federal income tax
matters, with your approval, relying solely upon the opinion of Messrs. Chapman
and Cutler, and our examination of such other documents, records and matters of
law as we deem necessary, we are of the opinion that for New Jersey state and
local tax purposes:
1.--The New Jersey Trust will be recognized as a trust and not an association
taxable as a corporation. The New Jersey Trust will not be subject to the New
Jersey Corporation Business Tax or the New Jersey Corporation Income Tax.
2.--With respect to the non-corporate Unitholders who are residents of New
Jersey, the income of the New Jersey Trust which is allocable to each such
Unitholder will be treated as the income of such Unitholder under the New Jersey
Gross Income Tax. Interest on the underlying Bonds which would be exempt from
New Jersey Gross Income Tax if directly received by such Unitholder will retain
its status as tax-exempt interest when received by the New Jersey Trust and
distributed to such Unitholder. Any proceeds paid under individual policies
obtained by issuers of Bonds which represent maturing interest on defaulted
obligations held by the Trustee will be exempt from New Jersey Gross Income Tax
if, and to the same extent as, such interest would have been so exempt if paid
by the issuer of the defaulted obligations.
3.--A non-corporate Unitholder will not be subject to the New Jersey Gross
Income Tax on any gain realized either when the New Jersey Trust disposes of a
Bond (whether by sale, exchange, redemption, or payment at maturity), when the
Unitholder redeems or sells his Units, or upon payment of any proceeds under
individual policies obtained by issuers of Bonds which represent maturing
principal on defaulted obligations held by the Trustee. Any loss realized on
such disposition may not be utilized to offset gains realized by such Unitholder
on the disposition of assets the gain on which is subject to the New Jersey
Gross Income Tax.
4.--Units of the New Jersey Trust may be taxable on the death of a Unitholder
under the New Jersey Transfer Inheritance Tax Law or the New Jersey Estate Tax
Law.
5.--If a Unitholder is a corporation subject to the New Jersey Corporation
Business Tax or New Jersey Corporation Income Tax, interest from the Bonds in
the New Jersey Trust which is allocable to such corporation will be includable
in its entire net income for purposes of the New Jersey Corporation Business Tax
or New Jersey Corporation Income Tax, less any interest expense incurred to
carry such investment to the extent such interest expense has not been deducted
in computing Federal taxable income. Net gains derived by such corporation on
the disposition of the Bonds by the New Jersey Trust or on the disposition of
its Units will be included in its entire net income for purposes of the New
Jersey Corporation Business Tax or New Jersey Corporation Income Tax. Any
proceeds paid under individual policies obtained by issuers of Bonds which
represent maturing interest or maturing principal on defaulted obligations held
by the Trustee will be included in its entire net income for purposes of the New
Jersey Corporation Business Tax or New Jersey Corporation Income Tax if, and to
the same extent as, such interest or proceeds would have been so included if
paid by the issuer of the defaulted obligations.
We have not examined any of the obligations to be deposited in the Fund, and
express no opinion as to whether the interest on any such obligations would in
fact be tax-exempt if directly received by a Unitholder; nor have we made any
review of the proceedings relating to the issuance of Bonds or the basis for
bond counsel opinions.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm and a summary of this
opinion included in such Registration Statement and the Prospectus included
therein. In giving such consent we do not thereby admit that we are in the
category of persons whose consent is required by Section 7 of the Securities Act
of 1933, as amended, and the rules and regulations thereunder.
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Except as indicated in the immediately preceding paragraph hereof and except
with our prior written consent, this opinion may not be quoted in whole or in
part or otherwise referred to in any document or instrument or be furnished to
or relied upon by any person other than the addressee and Chase Manhattan Bank
as Trustee (including any successor trustee).
Very truly yours,
Herold and Haines, P.A.
