CARTER, LEDYARD & MILBURN
COUNSELLORS AT LAW
2 WALL STREET
NEW YORK, NEW YORK 10005
December 29, 2000
The Chase Manhattan Bank, as Trustee of
FT 491
4 New York Plaza, 6th Floor
New York, New York 10004-3113
Attention: Mr. John Fabrizio
Vice President
Re: FT 491
Dear Sirs:
We are acting as counsel for The Chase Manhattan Bank
("Chase") in connection with the execution and delivery of a
Trust Agreement ("the Trust Agreement") dated today's date (which
Trust Agreement incorporates by reference certain Standard Terms
and Conditions of Trust dated November 20, 1991, and the same are
collectively referred to herein as the "Indenture") among Nike
Securities L.P., as Depositor (the "Depositor"), First Trust
Advisors L.P., as Evaluator, First Trust Advisors L.P., as
Portfolio Supervisor, BISYS Fund Services Ohio, Inc., as
Shareholder Servicing Agent, and Chase, as Trustee (the
"Trustee"), establishing the unit investment trust or trusts
included in FT 491 (each, a "Trust"), and the confirmation by
Chase, as Trustee under the Indenture, that it has registered on
the registration books of the Trust the ownership by the
Depositor of a number of units constituting the entire interest
in the Trust (such aggregate units being herein called "Units"),
each of which represents an undivided interest in the respective
Trust which consists of common stocks (including, confirmations
of contracts for the purchase of certain stocks not delivered and
cash, cash equivalents or an irrevocable letter of credit or a
combination thereof, in the amount required for such purchase
upon the receipt of such stocks), such stocks being defined in
the Indenture as Securities and referenced in the Schedule to the
Indenture.
We have examined the Indenture, a specimen of the
certificates to be issued thereunder (the "Certificates"), the
Closing Memorandum dated todays date, 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 Trust Agreement has been duly executed and
delivered by Chase and, assuming due execution and delivery by
the other parties thereto, 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 the ownership of the Units by 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 to, and registered in, such other
names, and in such denominations, as the Depositor may order, and
may deliver, unless the Indenture provides that the Units will be
uncertificated, Certificates evidencing such ownership.
In rendering the foregoing opinion, we have not considered,
among other things, whether the Securities have been duly
authorized and delivered.
Very truly yours,
CARTER, LEDYARD & MILBURN
