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Exhibit 3.1
[Letterhead of Paul, Hastings, Janofsky & Walker LLP]
December 20, 2000
Salomon Smith Barney Inc.
Unit Trust Department
7 World Trade Center
New York, New York 10048
Re: Tax Exempt Securities Trust, National Trust 251
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 251 (the "Trust") in connection with the deposit of
securities (the "Securities") therein pursuant to the Trust Agreements
referred to below, by which the Trust was 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 Trust
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 Trust 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
Trust, 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 Agreement of even date herewith relating to the 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 Trust; (c) the Notification
of Registration on Form N-8A and the Registration Statement on Form N-8B-2, as
amended, relating to the Trust, as filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Investment Company Act of 1940
(the "1940 Act"); (d) the Registration Statement on Form S-6 (Registration
No. 333-51824 (filed with the Commission pursuant to the Securities Act of
1933 (the "1933 Act"), and Amendment No. 1 thereto (said Registration
Statement, 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 December 21, 2000; (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
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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
statement, compilation of the Bonds held by the Trust, 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.
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 Trust Agreements and issued for the consideration
contemplated therein, will constitute fractional undivided interests in the
Trust, will be entitled to the benefits of the 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 Trust.
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
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