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:
July 29, 1997
Xxxxx Xxxxxx Inc.
Unit Trust Department
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re:Tax Exempt Securities Trust,
California Trust 158
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 158 (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 July 30, 1997
(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 Trust; (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.
Xxxxx Xxxxxx Inc.
Unit Trust Department
July 29, 1997
Page 2
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.
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.
