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Morgan, Lewis & Bockius LLP
1800 M Street, N.W.
Washington, D.C. 20036
202-467-7000
October 27, 2000
Nuveen Taxable Funds Inc.
333 West Wacker Drive
Chicago, Illinois 60606
Re: Opinion of Counsel regarding Post-Effective Amendment No. 30 to the
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Registration Statement filed on Form N-1A under the Securities Act of
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1933 (File No. 2-84470)
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Ladies and Gentlemen:
We have acted as counsel to Nuveen Taxable Funds Inc. (the "Corporation"),
a Maryland corporation, in connection with the above-referenced Post-Effective
Amendment to the Corporation's Registration Statement (the "Registration
Statement"). The Registration Statement relates to the Class A Shares, Class B
Shares, Class C Shares, and Class R Shares (collectively, the "Shares"), par
value $.01 per share, of the following series of the Corporation: Nuveen
Dividend and Growth Fund (the "Fund"). This opinion is being delivered to you in
connection with the Corporation's filing of Post-Effective Amendment No. 30 (the
"Amendment") to the Registration Statement to be filed with the Securities and
Exchange Commission on or about October 27, 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 Corporation;
(b) copies, certified by the Department, of the Corporations's Articles of
Incorporation and of all amendments and all supplements thereto (the
"Articles");
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Nuveen Taxable Funds Inc.
October 27, 2000
Page 2
(c) a certificate executed by Virginia L. O'Neal, an Assistant Secretary
of the Corporation, certifying as to, and attaching copies of, the
Corporation's Articles and the By-Laws, as amended (the "By-Laws"),
and certain resolutions adopted by the Board of Directors of the
Corporation authorizing the issuance of the Shares; and
(d) a printer's proof of the Amendment, dated October 27, 2000.
In our capacity as counsel to the Corporation, 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 Corporation. 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
Corporation's Articles and By-Laws, and for the consideration described in the
Registration Statement, will be legally issued, fully paid and nonassessable
under the laws of the State of Maryland.
The opinion expressed herein is limited to 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
