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Exhibit 3.5
Drinker Biddle & Shanley LLP
COUNSELORS AT LAW
500 CAMPUS DRIVE
FLORHAM PARK, NEW JERSEY 07932-1047
(973) 360-1100
September 27, 2000
Salomon Smith Barney Inc.
7 World Trade Center
New York, New York 10048
The Chase Manhattan Bank
4 New York Plaza
New York, New York 10004
Re: Tax-Exempt Securities Trust, New Jersey Trust 146
Gentlemen:
We have acted as special New Jersey counsel respecting only New Jersey tax
matters in connection with the issuance of Units of Tax-Exempt Securities
Trust, New Jersey Trust 146, including specifically the New Jersey Trust. We
have reviewed the Trust Indenture and Agreement among Salomon Smith Barney
Inc., as Depositor, The Bank of New York, as Trustee, and Kenny S&P Evaluation
Services, a division of J.J. Kenny Company, Inc., as Evaluator, and the
Reference Trust Agreement supplementing and amending the aforesaid Trust
Indenture and Agreement respecting this Multistate Series (together, the
"Trust Agreement").
This opinion is given and limited to matters of New Jersey tax law
respecting the New Jersey Trust.
We assume that within the meaning of the New Jersey Gross Income Tax Act all
obligations held by the New Jersey Trust are issued by or on behalf of New
Jersey or any county, municipality, school or other district, agency,
commission, instrumentality, public corporation (including one created or
existing pursuant to agreement or compact with New Jersey or any other state)
or such obligations are statutorily free from taxation under the laws of the
United States.
Based upon and subject to the foregoing, we are of the opinion that:
1. The proposed activities of the New Jersey Trust will not cause it to
be subject to the New Jersey Corporation Business Tax Act.
2. The income of the New Jersey Trust will be treated as the income of
individuals, estates and trusts who are the Holders of Units of the New
Jersey Trust for purposes of the New Jersey Gross Income Tax Act, and
interest which is exempt from tax under the New Jersey Gross Income Tax Act
when received by the New Jersey Trust will retain its status as tax-exempt
in the hands of such Unit Holders. Gains arising from the sale or
redemption by a Holder of his Units or from the sale, exchange, redemption,
or payment at maturity of a Bond by the New Jersey Trust are exempt from
taxation under the New Jersey Gross Income Tax Act (P. L. 1976 c. 47), as
enacted and construed on the date hereof, to the extent such gains are
attributable to Bonds, the interest on which is exempt from tax under the
New Jersey Gross Income Tax Act. Any loss realized on such disposition
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Salomon Smith Barney Inc.
The Chase Manhattan Bank
September 27, 2000
Page 2
may not be utilized to offset gains realized by such Unit Holder on the
disposition of assets the gain on which is subject to the New Jersey Gross
Income Tax Act.
3. Units of the New Jersey Trust may be subject, in the estates of New
Jersey residents, to taxation under the Transfer Inheritance Tax Law of the
State of New Jersey.
We consent to the use of our name under the captions "Taxes" and "Legal
Opinions" in the Prospectus comprising a part of the Registration Statement on
Form S-6, as amended, and we consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
/s/ Drinker Biddle & Shanley LLP
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