EXHIBIT 3.2
LeBoeuf, Lamb, Xxxxxx & XxxXxx
L.L.P.
A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000-0000
(000) 000-0000
FACSIMILE: (000) 000-0000
(000) 000-0000
WRITER'S DIRECT DIAL:
November 19, 1996
Xxxxx Xxxxxx Inc.
Unit Trust Department
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Tax Exempt Securities Trust,
California Trust 154
Ladies and Gentlemen:
You have requested our opinion with respect to certain issues of California
personal income tax in connection with the Tax Exempt Securities Trust,
California Trust 154 (the "California Trust") sponsored by Xxxxx Xxxxxx, Inc.
(the "Sponsor"). Capitalized terms used herein and not otherwise defined shall
have the meaning ascribed to such terms in the Prospectus dated November 20,
1996 (the "Prospectus").
In rendering this opinion, we have examined only those portions of the
Prospectus relating to the California Trust, and we have relied on the
accuracy and the completeness of the facts set forth therein and specifically
on the opinion of Messrs. Battle Xxxxxx LLP, counsel for the Sponsor, that (i)
the California Trust is not an association taxable as a corporation for
federal income tax purposes under the Internal Revenue Code of 1986, as
amended (the "Code"), and income received by the California Trust that
consists of interest excludable from federal gross income under the Code will
be excludable from the federal gross income of the Unit Holders (as defined in
the Prospectus) of the California; (ii) each Unit Holder of the California
Trust will be considered the owner of a pro rata portion of the California
Trust under the grantor trust rules of sections 671-679 of the Code, thus each
Unit Holder of the California Trust will be considered to have received his
pro rata share of Bond interest when it is received by the California Trust,
and the entire amount of net income distributable to Unit Holders of the
California Trust that is excluded from gross income for federal income tax
purposes when received by the California Trust will constitute tax-exempt
income to the Unit Holders. In addition, we are relying on certain opinions of
bond counsel with respect to the underlying Bonds described below.
You have advised us of the following information. The California Trust is
one of a series of similar but separate unit investment trusts created under
the laws of the State of New York by a Trust Indenture and Agreement and
related Reference Trust Agreement of the Sponsor, The Chase Manhattan Bank, as
Trustee, and Xxxxx S&P Evaluation Services, a division of X.X. Xxxxx Co.,
Inc., as Evaluator. Each state trust is a separate and distinct trust for all
purposes, and the assets of one trust may not be commingled with the assets of
any other, nor shall the expenses of any trust be charged against the other.
The portfolio of the California Trust consists of obligations of issuers
located in the State of California. All securities acquired by the California
Trust, were accompanied by copies of opinions of bond counsel to the issuing
governmental authorities given at the time of original delivery of the bonds
to the effect that the interest thereon is excluded from gross income for
federal income tax purposes and is exempt from California personal income
taxation. We have assumed that no event has occurred since the time of
original delivery of the bonds which would cause such interest income to
become includable in gross income for federal income or California personal
tax purposes. We have not made any independent review of the proceedings
relating to the issuance of the bonds or the basis for such opinions, and we
express no opinion on such matters.
Xxxxx Xxxxxx Inc.
Unit Trust Department
November 19, 1996
Page 2
Based on the foregoing, it is our opinion that:
The California Trust is not taxable as a corporation for California tax
purposes. Interest income on the securities owned by the California Trust that
is exempt from personal income taxes imposed by the State of California will
retain its status as interest exempt from personal income taxes imposed by the
State of California.
Each Unit Holder of the California Trust will recognize gain or loss on the
sale, redemption or other disposition of securities within the California
Trust, or on the sale or other disposition of Unit Holders interest in the
California Trust. As a result, a Unit Holder may incur California tax
liability upon the sale, redemption or other disposition of securities within
the California Trust or upon the sale or other disposition of his or her
Units.
It is notable that the exemption of interest income with respect to
securities within the California Trust under the California personal income
tax law does not necessarily result in exemption under the income tax laws of
the federal government or any other state or political subdivision. The laws
of state and local taxing authorities vary with respect to the taxation of
such obligations and each Unit Holder should consult his or her own tax
advisor as to the tax consequences of his or her investment in the California
Trust under other applicable federal, state and local tax laws.
Our opinion is based on current provisions of the laws cited herein. Any
change in such laws, the regulations or interpretations relating to such laws
may affect the continuing validity of the opinion set forth herein.
We consent to the filing of this opinion as an Exhibit to the Registration
Statement filed under the Securities Act of 1933, as amended (the
"Registration Statement"), and to the references to this firm in the
Registration Statement under the heading "California Trust--California Taxes."
This letter is furnished by us solely for your benefit, and the benefit of
The Chase Manhattan Bank, as Trustee for the California Trust, in connection
with the Registration Statement for the public offering of interests in the
Tax Exempt Securities Trust and this letter may not be relied upon by any
other person without our prior written consent.
Very truly yours,
LeBoeuf, Lamb, Xxxxxx & Xxxxxx
L.L.P.
