Exhibit 99.3.1
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LAW OFFICES OF
PAUL, HASTINGS, XXXXXXXX & XXXXXX LLP
A LIMITED LIABILITY PARTNERSHIP INCLUDING
PROFESSIONAL CORPORATIONS
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone (000) 000-0000
October 23, 2001
Glickenhaus & Co.
0 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Lebenthal & Co., Inc.
000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Re: Empire State Municipal Exempt Trust,
Guaranteed Series 161
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Dear Sirs:
We have acted as special counsel for Glickenhaus & Co. and Lebenthal
& Co., Inc., as Depositors, Sponsors and Principal Underwriters (collectively,
the "Depositors") of Empire State Municipal Exempt Trust, Guaranteed Series 161
(the "Trust") in connection with the issuance by the Trust of 5,000 units of
fractional undivided interest (collectively, the "Units") in the Trust. Pursuant
to the Trust Agreement referred to below, the Depositors have transferred to the
Trust certain long-term bonds and contracts to purchase certain long-term bonds
together with an irrevocable letter of credit to be held by the Trustee upon the
terms and conditions set forth in the Trust Agreement. (All bonds to be acquired
by the Trust are collectively referred to as the "Bonds").
In connection with our representation, we have examined copies of the
following documents relating to the creation of the Trust and the issuance and
sale of the Units: (a) the Trust Indenture and Agreement and related Reference
Trust Agreement, each of even date herewith, relating to the Trust (the "Trust
Agreement") among the Depositors, the Bank of New York, as Trustee, and
Interactive Data Corp., as Evaluator; (b) the notification of registration on
Form N-8A and the Registration
Glickenhaus & Co.
October 23, 2001
Statement on Form N-8B-2, as amended, relating to the Trust, as filed with the
Securities and Exchange Commission (the "Commission") pursuant to the Investment
Company Act of 1940 (the "1940 Act"); (c) the Registration Statement on Form S-6
(Registration No. 333-68902) filed with the Commission pursuant to the
Securities Act of 1933 (the "1933 Act"), and Amendment No. 1 thereto (said
Registration Statement, as amended by said Amendment No. 1, being herein called
the "Registration Statement"); (d) the proposed form of final Prospectus (the
"Prospectus") relating to the Units, which is expected to be filed with the
Commission this day; (e) certified resolutions of Lebenthal & Co. Inc.,
authorizing the execution and delivery by it of the Trust Agreement and the
consummation of the transactions contemplated thereby; (f) the Certificate of
Incorporation and By-Laws of Lebenthal & Co., Inc. and the Restated Agreement of
Limited Partnership of Glickenhaus & Co.; and (g) a certificate of an authorized
officer or partner of each of the Depositors with respect to certain factual
matters contained therein.
We have also examined the applications for orders of exemption from
certain provisions of the 1940 Act, and the amendments thereto, filed with the
Commission on May 23, 1978 (file no. 812-4315), on November 7, 1978 (file no.
812-4389), on September 10, 1980 (file no. 812-4734) and on November 9, 1984
(file no. 812-5980) and the related orders issued by the Commission with respect
thereto on June 20, 1978, January 10, 1979, December 31, 1980 and February 22,
1985, respectively.
We have not reviewed the financial statements, compilation of the
Bonds held by the Trust, or other financial or statistical data contained in the
Registration Statement and the Prospectus, as to which you have been furnished
with the reports of the accountants appearing in the Registration Statement and
the Prospectus.
In addition, we have assumed the genuineness of all agreements,
instruments and documents submitted to us as originals and the conformity to
originals of all copies thereof submitted to us. We have also assumed the
genuineness of all signatures and the legal capacity of all persons executing
agreements, instruments and documents examined or relied upon by us.
In addition, with respect to the opinion set forth in paragraph (1)
below, and insofar as that opinion relates to Glickenhaus & Co., we have relied,
with their approval, on the opinion of Xxxxxxxxxx Helpern Syracuse & Hirsctritt
dated of even date herewith.
Statements in this opinion as to the validity, binding effect and
enforceability of agreements, instruments and documents are subject: (i) to
limitations as to enforceability imposed by bankruptcy, reorganization,
moratorium, insolvency and other laws of general application relating to or
affecting the enforceability of creditors' rights, and (ii) to limitations under
equitable principles governing the availability of equitable remedies.
Glickenhaus & Co.
October 23, 2001
We are not admitted to the practice of law in any jurisdiction but
the State of New York and we do not hold ourselves out as experts in or express
any opinion as to the laws of other states or jurisdictions except as to matters
of Federal and Delaware corporate law.
Based exclusively on the foregoing, we are of the opinion that under
existing law:
(1) The Trust Agreement has been duly authorized and entered into
by an authorized officer or General Partner of each of the Depositors and is
a valid and binding obligation of the Depositors in accordance with their terms.
(2) The execution and delivery of the Certificates evidencing the
Units has been duly authorized by the Depositors and such Certificates, when
executed by the Depositors and the Trustee in accordance with the provisions of
the Certificates and the Trust Agreement and issued for the consideration
contemplated therein, will constitute fractional undivided interests in the
Trust, will be entitled to the benefits of the Trust Agreement, will conform in
all material respects to the description thereof for the Units as provided in
the Trust Agreement and the Registration Statement, and the Units will be fully
paid and non-assessable by the Trust.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Registration Statement
and in the Prospectus under the headings "Tax Status" and "Legal Opinions". We
authorize you to deliver copies of this opinion to the Trustee and the
Underwriters named in Schedule A to the Master Agreement Among Underwriters
relating to the Trust and the Trustee may rely on this opinion as fully and to
the same extent as if it had been addressed to it.
This opinion is intended solely for the benefit of the addressees
and the Trustee in connection with the issuance of the Units of the Trust and
may not be relied upon in any other manner or by any other person without our
express written consent.
Very truly yours,
/s/ Paul, Hastings, Xxxxxxxx & Xxxxxx LLP
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Paul, Hastings, Xxxxxxxx & Xxxxxx LLP
