CARTER, LEDYARD & MILBURN
                       COUNSELLORS AT LAW
                          2 WALL STREET
                    NEW YORK, NEW YORK  10005


                          May 25, 1999



The Chase Manhattan Bank, as Trustee of
  FT 320
4 New York Plaza, 6th Floor
New York, New York 10004-2413

Attention:     Mr. Thomas Porrazzo
               Vice President


Re:                              FT 320

Dear Sirs:

     We  are  acting  as  counsel for The  Chase  Manhattan  Bank
("Chase")  in  connection with the execution and  delivery  of  a
Trust Agreement ("the Trust Agreement") dated today's date (which
Trust  Agreement incorporates by reference certain Standard Terms
and Conditions of Trust dated November 20, 1991, and the same are
collectively  referred to herein as the "Indenture")  among  Nike
Securities  L.P.,  as  Depositor (the "Depositor"),  First  Trust
Advisors  L.P.,  as  Evaluator, First  Trust  Advisors  L.P.,  as
Portfolio  Supervisor,  and Chase, as  Trustee  (the  "Trustee"),
establishing the unit investment trust or trusts included  in  FT
320  (each, a "Trust"), and the confirmation by Chase, as Trustee
under  the  Indenture, that it has registered on the registration
books of the Trust the ownership by the Depositor of a number  of
units  constituting  the  entire  interest  in  the  Trust  (such
aggregate  units  being  herein called "Units"),  each  of  which
represents  an undivided interest in the respective  Trust  which
consists   of  common  stocks  of  closed-end  funds  (including,
confirmations of contracts for the purchase of certain stocks not
delivered and cash, cash equivalents or an irrevocable letter  of
credit or a combination thereof, in the amount required for  such
purchase  upon  the  receipt of such stocks), such  stocks  being
defined  in  the  Indenture as Securities and referenced  in  the
Schedule to the Indenture.

     We   have  examined  the  Indenture,  a  specimen   of   the
certificates  to  be  issued hereunder (the "Certificates"),  the
Closing  Memorandum dated todays date, and such other  documents
as  we  have  deemed necessary in order to render  this  opinion.
Based on the foregoing, we are of the opinion that:

     1.    Chase  is  a  duly organized and existing  corporation
having the powers of a Trust Company under the laws of the  State
of New York.

    2.     The  Trust  Agreement  has  been  duly  executed   and
delivered  by Chase and, assuming due execution and  delivery  by
the  other  parties  thereto, constitutes the valid  and  legally
binding obligation of Chase.

    3.    The  Certificates are in proper form for execution  and
delivery by Chase, as Trustee.

    4.    Chase,  as  Trustee, has registered on the registration
books  of  the Trust the ownership of the Units by the Depositor.
Upon  receipt  of  confirmation  of  the  effectiveness  of   the
registration statement for the sale of the Units filed  with  the
Securities  and Exchange Commission under the Securities  Act  of
1933,  the  Trustee may deliver Certificates for such  Units,  in
such names and denominations as the Depositor may request, to  or
upon  the  order  of  the Depositor as provided  in  the  Closing
Memorandum.

    In  rendering the foregoing opinion, we have not  considered,
among  other  things,  whether  the  Securities  have  been  duly
authorized and delivered.

                                       Very truly yours,


                                       CARTER, LEDYARD & MILBURN