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Morgan, Lewis & Bockius LLP
1800 M Street, N.W.
Washington, D.C. 20036
June 28, 2000
Nuveen Municipal Money Market Fund, Inc.
333 West Wacker Drive
Chicago, Illinois 60606
Re: Opinion of Counsel regarding Post-Effective Amendment No. 20 to the
Registration Statement filed on Form N-1A under the Securities Act of
1933 (File No. 2-78736).
Ladies and Gentlemen:
We have acted as counsel to Nuveen Municipal Money Market Fund, Inc., (the
"Fund") a Maryland corporation, in connection with the above-referenced
Post-Effective Amendment to the Fund's Registration Statement (the "Registration
Statement"). The Registration Statement relates to the Fund's shares of common
stock, par value $.01 per share (collectively, the "Shares"). This opinion is
being delivered to you in connection with the Fund's filing of Post-Effective
Amendment No. 20 to the Registration Statement (the "Amendment") to be filed
with the Securities and Exchange Commission on or about June 28, 2000, pursuant
to Rule 485(b) under the Securities Act of 1933 (the "1933 Act"). With your
permission, all assumptions and statements of reliance herein have been made
without any independent investigation or verification on our part except to the
extent otherwise expressly stated, and we express no opinion with respect to the
subject matter or accuracy of such assumptions or items relied upon.
In connection with this opinion, we have reviewed, among other things,
executed copies of the following documents:
(a) a certificate of the Maryland State Department of Assessments and
Taxation (the "Department") as to the existence and good standing of
the Fund;
(b) copies, certified by the Department, of the Fund's Articles of
Incorporation and of all amendments and all supplements thereto (the
"Charter");
(c) a certificate executed by Virginia L. O'Neal, an Assistant Secretary
of the Fund, certifying as to, and attaching copies of, the Fund's
Charter and the By-Laws, as amended, and certain resolutions adopted
by the Board of Directors of the Fund authorizing the issuance of the
Shares; and
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Nuveen Municipal Money Market Fund, Inc.
June 28, 2000
Page 2
(d) a printer's proof of the Amendment, dated June 28, 2000.
In our capacity as counsel to the Fund, we have examined the originals, or
certified, conformed or reproduced copies, of all records, agreements,
instruments and documents as we have deemed relevant or necessary as the basis
for the opinion hereinafter expressed. In all such examinations, we have assumed
the legal capacity of all natural persons executing documents, the genuineness
of all signatures, the authenticity of all original or certified copies, and the
conformity to original or certified copies of all copies submitted to us as
conformed or reproduced copies. As to various questions of fact relevant to such
opinion, we have relied upon, and assume the accuracy of, certificates and oral
or written statements of public officials and officers or representatives of the
Fund. We have assumed that the Registration Statement, as filed with the
Securities and Exchange Commission, will be in substantially the form of the
printer's proof referred to in paragraph (d) above.
Based upon, and subject to, the limitations set forth herein, we are of the
opinion that the Shares, when issued and sold in accordance with the Fund's
Charter and By-Laws, and for the consideration described in the Registration
Statement, will be legally issued, fully paid and non-assessable under the laws
of the State of Maryland.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the 1933
Act.
Very truly yours,
/s/Morgan, Lewis & Bockius LLP
