EXHIBIT l.1
XXXXXX PRICE VEDDER, PRICE, XXXXXXX & KAMMHOLZ
000 XXXXX XXXXXXX XXXXXX
XXXXXXX, XXXXXXXX 00000
000-000-0000
FACSIMILIE: 000-000-0000
A PARTNERSHIP INCLUDING VEDDER,
PRICE, XXXXXXX & KAMMHOLZ, P.C.
WITH OFFICES IN CHICAGO, NEW YORK
CITY AND LIVINGSTON, NEW JERSEY
February 5, 2003
Nuveen Quality Preferred Income Fund 3
000 Xxxx Xxxxxx Xxxxx
Xxxxxxx, XX 00000
Re: Nuveen Quality Preferred Income Fund 3 FundPreferred Shares to
be Issued Pursuant to the Underwriting Agreement (File Nos.
333-101563; 811-21242)
Ladies and Gentlemen
We are acting as counsel to Nuveen Quality Preferred Income Fund 3, 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 3,320 shares Series M, and 3,320 shares Series TH 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 February 5, 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
Assistant 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.
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."
XXXXXX PRICE
Nuveen Quality Preferred Income Fund 3
February 5, 2003
Page 2
(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 non-assessable, 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,
Vedder, Price, Xxxxxxx & Kammholz
JTB/DAS
