<PAGE>
Exhibit 3.1
[Letterhead of Paul, Hastings, Janofsky & Walker LLP]
January 10, 2001
Salomon Smith Barney Inc.
Unit Trust Department
7 World Trade Center
New York, New York 10048
Re: Tax Exempt Securities Trust, National Trust 252, Florida Trust 97 and New
York Trust 186
Dear Sirs:
We have acted as special counsel for Salomon Smith Barney Inc. as Depositor,
Sponsor and Principal Underwriter (the "Depositor") of Tax Exempt Securities
Trust, National Trust 252, Florida Trust 97 and New York Trust 186
(collectively, the "Trusts") in connection with the deposit of securities (the
"Securities") therein pursuant to the Trust Agreements referred to below, by
which the Trusts were created and under which the units of fractional
undivided interest (collectively, the "Units") have been issued. Pursuant to
the Trust Agreements the Depositor has transferred to the Trusts certain long-
term bonds and contracts to purchase certain long-term bonds together with
irrevocable letters of credit to be held by the Trustee upon the terms and
conditions set forth in the Trust Agreements. (All bonds to be acquired by the
Trusts are collectively referred to as the "Bonds".)
In connection with our representation, we have examined the originals or
certified copies of the following documents relating to the creation of the
Trusts, the deposit of the Securities and the issuance and sale of the Units:
(a) the Trust Indenture and Agreement dated July 16, 1987 and the Reference
Trust Agreements of even date herewith relating to each Trust (collectively,
the "Trust Agreements") among the Depositor, The Chase Manhattan Bank, as
Trustee, and Kenny S&P Evaluation Services, as Evaluator; (b) the Closing
Memorandum relating to the deposit of the Securities in the Trusts; (c) the
Notification of Registration on Form N-8A and the Registration Statement on
Form N-8B-2, as amended, relating to the Trusts, as filed with the Securities
and Exchange Commission (the "Commission") pursuant to the Investment Company
Act of 1940 (the "1940 Act"); (d) the Registration Statements on Form S-6
(Registration Nos. 333-52790, 333-49588 and 333-51044 (filed with the
Commission pursuant to the Securities Act of 1933 (the "1933 Act"), and
Amendment No. 1 thereto (said Registration Statements, as amended by said
Amendment No. 1 being herein called the "Registration Statement"); (e) the
proposed form of final prospectus (the "Prospectus") relating to the Units,
which is expected to be filed with the Commission on or about January 11,
2001; (f) resolutions of the Executive Committees of the Depositor authorizing
the execution and delivery by the Depositor of the Trust Agreements and the
consummation of the transactions contemplated thereby; (g) the Certificates of
Incorporation and By-laws of the Depositor, each certified to by an authorized
officer of the Depositor as of a recent date; (h) a certificate of an
authorized officer of the Depositor with respect to certain factual matters
contained therein ("Officers Certificate"); and (i) certificates or telegrams
of public officials as to matters set forth upon therein.
We have assumed the genuineness of all agreements, instruments and documents
submitted to us as originals and the conformity to originals of all copies
thereof submitted to us. We have also assumed the genuineness of all
signatures and the legal capacity of all persons executing agreements,
instruments and documents examined or relied upon by us.
Where matters are stated to be "to the best of our knowledge" or "known to
us," our knowledge is limited to the actual knowledge of those attorneys in
our office who have performed services for the Trust, their review of
documents provided to us by the Depositor in connection with this engagement
and inquiries of officers of the Depositor, the results
<PAGE>
of which are reflected in the Officers Certificate. We have not independently
verified the accuracy of the matters set forth in the written statements or
certificates upon which we have relied. We have not reviewed the financial
statements, compilation of the Bonds held by the Trusts, or other financial or
statistical data contained in the Registration Statement and the Prospectus,
as to which we understand you have been furnished with the reports of the
accountants appearing in the Registration Statement and the Prospectus. In
addition, we have made no specific inquiry as to whether any stop order or
investigatory proceedings have been commenced with respect to the Registration
Statement or the Depositor nor have we reviewed court or governmental agency
dockets.
We have relied without independent investigation upon the opinion dated the
date hereof of Carlton, Fields, Ward, Emmanuel, Smith & Cutler, P.A., One
Harbor Place, 777 S. Harbour Boulevard, Tampa, Florida 33602, delivered to the
Depositor with respect to the questions of law of the State of Florida, and
with respect to any disclosure contained in the Registration Statement
concerning risk factors relating to the Bonds of the Florida Trust 97.
Statements in this opinion as to the validity, binding effect and
enforceability of agreements, instruments and documents are subject: (i) to
limitations as to enforceability imposed by bankruptcy, reorganization,
moratorium, insolvency and other laws of general application relating to or
affecting the enforceability of creditors' rights, and (ii) to limitations
under equitable principles governing the availability of equitable remedies.
We are not admitted to the practice of law in any jurisdiction but the State
of New York and we do not hold ourselves out as experts in or express any
opinion as to the laws of other states or jurisdictions except as to matters
of Federal and Delaware corporate law. No opinion is expressed as to the
effect that the law of any other jurisdiction might have upon the subject
matter of the opinions expressed herein under applicable conflicts of law
principles, rules or regulations or otherwise.
Based on the subject to the foregoing, we are of the opinion that:
(1) The Trust Agreements have been duly authorized and executed and
delivered by an authorized officer of the Depositor and are valid and binding
obligations of the Depositor in accordance with their respective terms.
(2) The execution and delivery of the Certificates evidencing the Units has
been duly authorized by the Depositor and such Certificates when executed by
the Depositor and the Trustee in accordance with the provisions of the
Certificates and the respective Trust Agreements and issued for the
consideration contemplated therein, will constitute fractional undivided
interests in the respective Trusts, will be entitled to the benefits of the
respective Trust Agreements, and will conform in all material respects to the
description thereof contained in the Prospectus under the caption heading
"Rights of Unit Holders--Certificates". Upon payment of the consideration for
the Units as provided in the Trust Agreements and the Registration Statement,
the Units will be fully paid and non-assessable by the Trusts.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Registration
Statement and in the Prospectus under the headings "Taxes" and
"Miscellaneous--Legal Opinion". This opinion is intended solely for the
benefit of the addressee in connection with the issuance of the Units of the
Trust and may not be relied upon in any other manner or by any other person
without our express written consent.
Very truly yours,
/s/ Paul, Hastings, Janofsky & Walker LLP
2
