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EXHIBIT 3.3
(ON EDWARDS & ANGELL LETTERHEAD)
JANUARY 19, 2001
Nuveen Tax-Free Unit Trust,
Series 1217
In care of Nuveen Investments
333 West Wacker Drive
Chicago, IL 60606
Attention of Gifford R. Zimmerman
Vice President, Assistant General Counsel
and Assistant Secretary
The Chase Manhattan Bank,
as Trustee of Nuveen Tax-Free Unit Trusts,
Series 1217
4 New York Plaza, 3rd Floor
New York, NY 10004-2413
Re:--New York Insured Trust 318
Dear Sirs:
We have acted as special counsel, with respect to New York State and New York
City tax matters, to the above Trusts(s) ("New York Trust(s)") of Nuveen
Tax-Free Unit Trusts, Series 1217 (the "Fund") concerning a Registration
Statement (No. 333-53532) on Form S-6 under the Securities Act of 1933, as
amended (the "Registration Statement"), covering the issuance by the New York
Trusts(s) of units of fractional undivided interest in the New York Trust(s)
("Units").
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 New York Trust(s) 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 Trusts, Insured
Series 193, dated May 19, 1989, which we were furnished and did examine.
We have not been furnished with a copy of the Opinion of Chapman & Cutler on the
Federal Tax status of the Fund, its constituent Trusts and their Unitholders.
However, Nuveen Investments has authorized us to assume that such Opinion will
be in substance and form materially similar to that which was issued in
connection with Nuveen Tax-Free Unit Trusts, Insured Series 193 dated May 19,
1989, which we were furnished and did examine.
Based on the foregoing, we are of the opinion that, for purposes of New York
State and New York City franchise taxes, a New York Trust will be a trust not an
association taxable as a corporation; the proposed activities of a New York
Trust will not constitute doing business within the meaning of section 208.1 of
the New York Tax Law or section R46-3.0 of the N.Y.C. Administrative Code; a New
York Trust will not be subject to New York State or New York City franchise tax
imposed on business corporations; a New York Trust will not be subject to the
unincorporated business income tax imposed by Article 23 of the N.Y. Tax Law or
Chapter 46, Title S of the N.Y.C. Administrative Code; and the income of a New
York Trust will be treated as income of the Unitholders.
We are further of the opinion that, under existing laws and administration of
the affairs of the New York Trust(s):
(A)--Interest on obligations issued by New York State, a political subdivision
thereof, 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") which would be
exempt from New York State or New York City personal income tax if directly
received by a Unitholder, will retain its status as tax-exempt interest when
received by a New York Trust and distributed to such Unitholder;
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(B)--Interest (less amortizable premium, if any) derived from a New York Trust
by a Unitholder who is a resident of New York State (or New York City) in
respect of Obligations issued by states other than New York (or their political
subdivisions) will be subject to New York State (or New York City) personal
income tax;
(C)--A Unitholder who is a resident of New York State (or New York City) will be
subject to New York State (or New York City) personal income tax with respect to
gains realized when Obligations held in the Unitholder's respective New York
Trust are sold, redeemed or paid at maturity or when the Unitholder's Units are
sold or redeemed; such gain will equal the proceeds of sale, redemption or
payment less the tax basis of the Obligation or Unit (adjusted to reflect
(a) the amortization of premium or discount (if any) on Obligations held by the
New York Trust, (b) accrued original issue discount with respect to each
Obligation which, at the time the Obligation was issued, had original issue
discount, and (c) the deposit of Obligations with accrued interest in the New
York Trust after the Unitholder's settlement date);
(D)--Interest or gain from a New York Trust derived by a Unitholder who is not a
resident of New York State (or New York City) will not be subject to New York
State (or New York City) personal income tax, unless the Units are property
employed in a business, trade, profession or occupation carried on in New York
State (or New York City);
(E)--In the case of a New York Insured Trust or New York Intermediate Insured
Trust, amounts paid under the Policies representing maturing interest on
defaulted Obligations held by the Trustee in the Trust will be excludable from
New York State and New York City income if, and to the same extent as, such
interest would have been excludable if paid by the respective issuer; and
(F)--Amounts distributable from a New York Trust which are, pursuant to a
Unitholder's election, automatically reinvested in Nuveen Municipal Bond Fund,
Inc. will be treated as if actually distributed to and reinvested by such
Unitholder.
Because of the requirement that tax cost basis be adjusted as discussed in (C)
above, under some circumstances a Unitholder may realize taxable gain when his
Units are sold or redeemed for an amount equal to or less than his original
cost.
Although interest on Obligations issued by New York (or a political subdivision
thereof) would generally be exempt from New York State and New York City tax, a
special limitation may apply with respect to private activity bonds which are
not qualified bonds within the meaning of section 103(b)(1) of the Internal
Revenue Code of 1986, as amended. The interest on such bonds, to the extent
received by a Unitholder who is a "substantial user" (or person related to such
user) of the facilities financed by such bonds, will not be exempt from New York
State and New York City tax for any period during which such bonds are
beneficially held by such "substantial user" or "related person".
As an additional matter, if borrowed funds are used to purchase Units in a New
York Trust, all (or part) of the interest on such indebtedness will not be
deductible for New York State and New York City tax purposes. The purchase of
Units may be considered to have been made with borrowed funds even though such
funds are not directly traceable to the purchase of Units in any New York Trust.
We are further of the opinion that, for purposes of the New York State and New
York City franchise tax on corporations, Unitholders which are subject to such
tax will be required to include in their entire net income any interest or gains
distributed to them in respect of obligations of any state or political
subdivision thereof, including New York. No opinion is rendered on the
includability in entire net income of interest distributed to such Unitholders
in respect of obligations issued 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.
The foregoing opinions are based upon present provisions of Federal, New York
State and New York City law, administrative interpretations thereof and court
decisions.
In connection with this offering, we have not examined any of the obligations to
be deposited in the New York Trust(s), and express no opinion whether the
interest on any such obligations is, in fact, exempt from Federal, New York
State, or New York City income taxation, or that such interest would be
tax-exempt under Federal, New York State, or New York City law if directly
received by a Unitholder, nor have we made any review of the proceedings
relating to the issuance of any such obligations.
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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
