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Exhibit 3.3
CARLTON FIELDS
ATTORNEY AT LAW
September 27, 2000
Salomon Smith Barney Inc.
7 World Trade Center
New York, New York 10048
Re:Tax Exempt Securities Trust
Florida Trust 94
(SEC Registration No. 333-31494)
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Gentlemen:
We have acted as special Florida counsel to you as Sponsor of the Tax Exempt
Securities Trust, Florida Trust 94 (the "Florida Trust") in connection with
the issuance by the Florida Trust of units of fractional undivided interests
in the Florida Trust. In that connection, you have requested our opinion as to
the application of Florida state and local taxes to the Florida Trust and to
investors who purchase units ("Units") in the Florida Trust.
We have examined the Preliminary prospectus for the current Series filed
with the Securities and Exchange Commission on July 26, 2000. We have also
examined the Trust Indenture and Agreement among Smith Barney Inc. as
depositor ("Depositor"). The Chase Manhattan Bank as trustee ("Trustee"), and
Kenny S&P Evaluation Services, a business unit of J.J. Kenny Company, Inc., as
evaluator ("Evaluator"), dated July 16, 1987, and we have examined a copy of
the draft Reference Trust Agreement dated September 27, 2000, among the
Depositor, the Trustee, and the Evaluator.
In rendering our opinion, you have authorized us to rely upon the
information and opinions contained in the documents listed in the preceding
paragraph. You have also authorized us to assume that the assets of the
Florida Trust will consist solely of obligations of the State of Florida and
its political subdivisions, bonds issued by the government of Puerto Rico, the
government of Guam, or the government of the United States Virgin Islands, or
cash.
The obligations described in the preceding sentence are collectively
referred to as the "Bonds."
The Florida Trust will not be subject to the Florida income tax imposed by
Chapter 220 so long as the Florida Trust transacts no business in Florida or
has no income subject to federal income taxation. In addition, political
subdivisions of Florida do not impose any income taxes.
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September 27, 2000
Page 2
Non-Corporate Unit holders will not be subject to any Florida income
taxation on income realized by the Florida Trust. Corporate Unit holders with
commercial domiciles in Florida will be subject to Florida income taxation on
income realized by the Trust. Other corporate Unit holders will be subject to
Florida income taxation on income realized by the Florida Trust only to the
extent that the income realized is other than "non-business income" as defined
by Chapter 220.
Florida Trust Units will be subject to Florida estate tax if owned by
Florida residents and may be subject to Florida estate tax if owned by other
decedents at death. However, the Florida estate tax is limited to the amount
of credit allowable under the applicable Federal Revenue Act (currently
Section 2011 [and in some cases Section 2102] of the Internal Revenue Code of
1986, as amended) for death taxes actually paid to the several states.
Neither the Bonds nor the Units will be subject to Florida as valorem
property tax or Florida sales or use tax.
Neither the Florida Trust nor the Units will be subject to Florida
intangible personal property tax.
Neither the issuance and sale of the Units by the Florida Trust nor the
transfer of Units by a Unit holder will subject either the Florida Trust or
the Unit holders to Florida documentary stamp tax.
For the purposes of the foregoing opinion, the following terms have the
following meanings:
(a) "Non-Corporate Unit holder" -- a Unit holder of the Florida Trust who
is an individual not subject to the Florida state income-tax on
corporations, under Chapter 220, Florida Statutes ("Chapter 220").
(b) "Corporate Unit holder" -- a Unit holder of the Florida Trust that is
a corporation subject to the Florida state income tax on corporations under
Chapter 220.
This letter is limited to the law in effect as of the date hereof, and we
assume no responsibility for changes in the law that may become effective
subsequent to the date hereof. Furthermore, this letter is not to be construed
as a prediction of a favorable outcome with respect to any issue for which no
favorable prediction is made herein, or as a guaranty of any tax result, or as
offering a guaranty that a Florida state or local taxing authority might not
differ with our conclusions, or raise other questions or issues upon audit, or
that such action may not be judicially sustained.
We have not examined any of the Bonds to be deposited in and held by the
Florida Trust, and we express no opinion as to whether the interest on any
such Bonds would, in fact, be tax exempt if directly received by a Unit
holder; nor have we made any review of the proceedings relating to the
issuance of the Bonds or the basis for the bond counsel opinions referred to
herein.
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September 27, 2000
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We hereby consent to the use of our name under the captions "Taxes" and
"Legal Opinions" in the prospectus comprising a part of the above-referenced
Registration Statement and we consent to the filing of this opinion as an
exhibit to the above-Referenced Registration Statement. In giving such
consent, we do not thereby admit that we are within the category of persons
whose consent is required by Section 7 of the Securities Act of 1933, as
amended, and the rules and regulations thereunder.
Very truly yours,
CARLTON, FIELDS, WARD, EMMANUEL,
SMITH & CUTLER, P.A.
/s/ David P. Burke
By: _________________________________
David P. Burke
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