EXHIBIT l.1
VEDDERPRICE VEDDER, PRICE, XXXXXXX & KAMMHOLZ, P.C.
000 XXXXX XXXXXXX XXXXXX
XXXXXXX, XXXXXXXX 00000
000-000-0000
FACSIMILE: 000-000-0000
OFFICES IN CHICAGO, NEW YORK CITY AND LIVINGSTON, NEW JERSEY
August 6, 2003
Nuveen Preferred and Convertible Income Fund 2
000 Xxxx Xxxxxx Xxxxx
Xxxxxxx, XX 00000
Re: Nuveen Preferred and Convertible Income Fund 2
FundPreferred Shares to be Issued Pursuant to the
Underwriting Agreement (File Nos. 333-105859; 811-21333)
Ladies and Gentlemen
We are acting as counsel to Nuveen Preferred and Convertible Income
Fund 2, a Massachusetts business trust (the "Fund"), in connection with the
Fund's filing of a registration statement on Form N-2 (the "Registration
Statement") with the Securities and Exchange Commission covering the
registration, authorization and proposed issuance of 3,860, 3,860, 3,860, 3,860,
3,860, 3,860, 3,860, 3,860, 3,860 and 3,860 shares Series M, M2, T, T2, W, W2,
TH, TH2, F and F2 respectively, of the Fund's FundPreferred shares, with a
liquidation preference of $25,000 per share (the "Shares"). In that capacity, we
have examined such corporate records, certificates and other documents, and have
made such other factual and legal investigations as we have deemed necessary and
appropriate for the purposes of this opinion. Insofar as this opinion pertains
to matters governed by the laws of the Commonwealth of Massachusetts, we are
relying, with your consent, solely upon the opinion of Xxxxxxx XxXxxxxxx LLP
dated August 6, 2003, which opinion is satisfactory in substance and form to us.
We have assumed that the Registration Statement, the underwriting
agreement relating to the Fund's Shares (the "Underwriting Agreement") and the
Statement Establishing and Fixing the Rights and Preferences of FundPreferred
Shares (the "Statement") will be duly completed, executed and delivered in
accordance with the resolutions of the Trustees attached to a Certificate of the
Secretary of the Fund, certifying as to, and attaching copies of, the Fund's
Declaration of Trust ("Declaration"), Statement, By-Laws, and certain
resolutions adopted by the Trustees of the Fund, and that the Statement will be
duly filed with the Office of the Secretary of the Commonwealth of
Massachusetts.
VEDDERPRICE
Nuveen Preferred and Convertible Income Fund 2
August 6, 2003
Page 2
Based upon the foregoing, it is our opinion that:
1. The Fund is duly established and validly existing under the Fund's
Declaration and laws of the Commonwealth of Massachusetts as a
voluntary association with transferable shares of beneficial interest
commonly referred to as a "Massachusetts business trust."
2. The Shares, when issued and sold in accordance with the Fund's
Declaration, Statement and By-Laws and for the consideration described
in the Underwriting Agreement, will be legally issued, fully paid and
nonassessable, except that, as set forth in the Registration Statement,
shareholders of the Fund may under certain circumstances be held
personally liable for its obligations.
We hereby consent to the filing of this opinion as Exhibit l.1 to the
Registration Statement and to the reference to us under the caption "Legal
Opinions" in the prospectus contained in the Registration Statement. In giving
this consent, we do not admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933 or the rules
and regulations thereunder.
Very truly yours,
/s/ Vedder, Price, Xxxxxxx & Kammholz, P.C.
Vedder, Price, Xxxxxxx & Kammholz, P.C.
