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EXHIBIT 3.3
(ON EDWARDS & ANGELL LETTERHEAD)
JANUARY 11, 2001
Nuveen Tax-Free Unit Trust, Series 1215
c/o Nuveen Investments
333 West Wacker Drive
Chicago, IL 60606
Attention of Gifford R. Zimmerman, Esq.
Vice President, Assistant General Counsel
and Assistant Secretary
The Chase Manhattan Bank,
as Trustee of Nuveen Tax-Free Unit Trust, Series 1215
4 New York Plaza-Third Floor
New York, New York 10004-2413
Re: Massachusetts Insured Trust 184
Dear Sirs:
We have acted as special counsel, with respect to Massachusetts State and local
tax matters, to the above mentioned Trust(s) ("Trust(s)") of 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 (the
"Registration Statement"), covering the issuance by the Fund of Units of
fractional undivided interest in the Fund.
We have not been furnished with a copy of the Registration Statement or the
prospectus, which is a part of the Registration Statement, relating to the
issuance by the Fund of the Units. However, Nuveen Investments has authorized us
to assume that the proposed offer and sale of the Units will be carried out in
that same manner and upon the same terms and conditions as that described in the
prospectus for the Nuveen Tax-Free Unit Trust, Series 351 -- Massachusetts
Trust 182, dated November 6, 1985.
We have been furnished with a copy of the opinion of Chapman and Cutler on the
federal tax status of the Fund, its constituent Trusts and their Unitholders.
In addition, we have also examined applicable Massachusetts law and a ruling of
the Massachusetts Department of Revenue dated February 7, 1985, relating to
Multi-State Series 162.
Based on the foregoing it is our opinion that under existing law and
administration of the affairs of the Trust(s):
A.--For Massachusetts income tax purposes, each Trust will be treated as a
corporate trust under Section 8 of Chapter 62 of the Massachusetts General Laws
("M.G.L.") and not as a grantor trust under Section 10(e) of M.G.L. Chapter 62.
B.--The Trust(s) will not be held to be engaging in business in Massachusetts
within the meaning of said Section 8 and will, therefore, not be subject to
Massachusetts income tax.
C.--Unitholders who are subject to Massachusetts income taxation under M.G.L.
Chapter 62 will not be required to include their respective shares of the
earnings of or distributions from the Trust(s) in their Massachusetts gross
income to the extent that such earnings or distributions represent tax-exempt
interest excludable from gross income for federal income tax purposes received
by the Trust(s) on obligations issued by Massachusetts, its counties,
municipalities, authorities, political subdivisions or instrumentalities or by
Puerto Rico, the Virgin Islands, Guam, the Northern Mariana Islands or other
possessions of the United States within the meaning of Section 103(c) of the
Internal Revenue Code of 1986, as amended ("Obligations").
D.--In the case of a Massachusetts Insured Trust, Unitholders who are subject to
Massachusetts income taxation under M.G.L. Chapter 62 will not be required to
include their respective shares of the earnings of or distributions from such
Trust in their Massachsetts gross income to the extent that such earnings or
distributions are derived from the proceeds of insurance obtained by the Sponsor
of such Trust or by the
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issuer or underwriter of an obligation held by such Trust that represent
maturing interest on defaulted obligations held by the Trustee, if and to the
same extent that such earnings or distributions would have been excludable from
the gross income of such Unitholders if derived from interest paid by the issuer
of the defaulted obligation.
E.--Unitholders which are corporations subject to taxation under M.G.L.
Chapter 63 will be required to include their respective shares of the earnings
of or distributions from the Trust(s) in their Massachusetts gross income to the
extent that such earnings or distributions represent interest from bonds, notes
or indebtedness of any state, including Massachusetts, except for interest which
is specifically exempted from such tax by the acts authorizing issuance of said
Obligations.
F.--Each Trust's capital gains and/or capital losses which are includable in the
federal gross income of Unitholders who are subject to Massachusetts income
taxation under M.G.L. Chapter 62, or Unitholders which are corporations subject
to Massachusetts taxation under M.G.L. Chapter 63 will be included as capital
gains and/or losses in the Unitholders' Massachusetts gross income, except for
capital gain which is specifically exempted from taxation under such Chapters by
the acts authorizing issuance of said Obligations.
G.--Unitholders which are corporations subject to tax under M.G.L. Chapter 63
and which are tangible property corporations will not be required to include the
Units when determining the value of their tangible property; such Unitholders
which are intangible property corporations will be required to include the Units
when determining their net worth.
H.--Gains or losses realized on sales or redemptions of Units by Unitholders who
are subject to Massachusetts income taxation under M.G.L. Chapter 62 or
Unitholders which are corporations subject to Massachusetts taxation under
M.G.L. Chapter 63 will be includable in their Massachusetts gross income. In
determining such gain or loss Unitholders will, to the same extent required for
Federal tax purposes, have to adjust their tax bases for their Units for accrued
interest received, if any, on Obligations delivered to the Trustee after the
Unitholders pay for their Units, for amortization of premiums, if any, on
Obligations held by the Trust(s), and for accrued original issue discount with
respect to each Obligation which, at the time the Obligation was issued, had
original issue discount.
I.--The Units of the Trust(s) are not subject to any property tax levied by
Massachusetts or any political subdivision thereof, nor to any income tax levied
by any such political subdivision. They are includable in the gross estate of a
deceased Unitholder who is a resident of Massachusetts for purposes of the
Massachusetts Estate Tax.
The foregoing opinions are based upon present provisions of federal and
Massachusetts law, administrative interpretations thereof and court decisions.
With respect to Unitholders which are corporations subject to Massachusetts
taxation under M.G.L. Chapter 63, no opinion is rendered on the includability of
their respective shares of the earnings of or distributions from the Trust(s) in
their Massachusetts gross income to the extent that such earnings or
distributions represent interest from bonds, notes, or indebtedness of Puerto
Rico, the Virgin Islands, Guam, the Northern Mariana Islands or other
possessions of the United States within the meaning of Section 103(c) of the
Internal Revenue Code of 1986, as amended.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in such Registration
Statement and the Prospectus included therein.
Very truly yours,
EDWARDS & ANGELL, LLP
