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EXHIBIT 3.4
(ON CARTER, LEDYARD & MILBURN LETTERHEAD)
JANUARY 19, 2001
The Chase Manhattan Bank,
as Trustee of
Nuveen Tax-Free Unit Trust,
Series 1217
4 New York Plaza, 3rd Floor
New York, New York 10004
Attention: Mr. Robert E. Lisk
Assistant Treasurer
Re: Nuveen Tax-Free Unit Trust, Series 1217
Dear Sirs:
We are acting as counsel for The Chase Manhattan Bank ("Chase") in connection
with the execution and delivery of a Standard Terms and Conditions of Trust for
Nuveen Tax-Free Unit Trusts Series 823 and subsequent Series (the "Standard
Terms and Conditions of Trust") dated September 7, 1995, and a related Trust
Indenture and Agreement (the "Trust Indenture and Agreement") dated today's date
(such Standard Terms and Conditions of Trust and related Trust Indenture and
Agreement are collectively referred to as the "Indenture"), each between Nuveen
Investments (f/k/a John Nuveen & Co. Incorporated), as Depositor (the
"Depositor"), and Chase, as Trustee (the "Trustee"), establishing the Nuveen
Tax-Free Unit Trust, Series 1217 (the "Trust Fund"), and the confirmation by
Chase, as Trustee under the Indenture, that it has caused to be credited to the
Depositor's account at The Depository Trust Company a number of units
constituting the entire interest in the Trust Fund (such aggregate units being
herein called "Units") each of which represents an undivided interest in the
Trust Fund, which consists of tax-exempt bonds (including confirmations of
contracts for the purchase of certain bonds not yet delivered and cash, cash
equivalents or an irrevocable letter of credit in the amount required for such
purchase upon the receipt of such bonds) in the aggregate principal amount set
forth in the Closing Memorandum executed and delivered today by the Depositor
and the Trustee (the "Closing Memorandum"), such bonds being defined in the
Indenture as Bonds and listed in the Schedules to the Indenture.
We have examined the Indenture, the Closing Memorandum, the form of certificate
for the Units included in the Indenture and a specimen of the certificates to be
issued thereunder (the "Certificates") and such other documents as we have
deemed necessary in order to render this opinion. Based on the foregoing, we are
of the opinion that:
1. Chase is a duly organized and existing corporation having the powers of a
trust company under the laws of the State of New York.
2. The Indenture has been duly executed and delivered by Chase and, assuming due
execution and delivery by the Depositor, constitutes the valid and legally
binding obligation of Chase.
3. The Certificates are in proper form for execution and delivery by Chase, as
Trustee.
4. Chase, as Trustee, has registered on the registration books of the Trust Fund
the ownership of the Units by The Depository Trust Company, where it has caused
the Units to be credited to the account of the Depositor. Upon receipt of
confirmation of the effectiveness of the registration statement for the sale of
the Units filed with the Securities and Exchange Commission under the Securities
Act of 1933, the Trustee may cause the Units to be transferred on the
registration books of the Trust Fund to such other names, and in such
denominations, as the Depositor may order, and may deliver Certificates
evidencing such ownership.
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5. Chase, as Trustee, may lawfully advance to the Trust Fund amounts as may be
necessary to provide periodic interest distributions of approximately equal
amounts, and may be reimbursed, without interest, for any such advances from
funds in the interest account, as provided in the Indenture.
In rendering the foregoing opinion, we have not considered, among other things,
whether the Bonds have been duly authorized and delivered or the federal tax
status of the Bonds.
Very truly yours,
CARTER, LEDYARD & MILBURN
