Exhibit 3.2
Chapman and Cutler LLP
111 West Monroe
Chicago, Illinois 60603
December 9, 2009
Claymore Securities, Inc.
2455 Corporate West Drive
Lisle, Illinois 60532
The Bank of New York Mellon
2 Hanson Place
Brooklyn, New York 11217
Re: Claymore Securities Defined Portfolios, Series 648
Income Closed-End & Treasury Allocation Portfolio, Series 6
Ladies/Gentlemen:
We have acted as counsel for Claymore Securities, Inc., depositor of Claymore
Securities Defined Portfolios, Series 648 (the "Fund"), in connection with the
issuance of units of fractional undivided interest in the Fund (the "Units"),
under a trust agreement dated December 9, 2009 (the "Indenture") among Claymore
Securities, Inc., as sponsor (the "Sponsor"), as depositor (the "Depositor") and
evaluator (the "Evaluator"), and The Bank of New York Mellon as trustee (the
"Trustee"). The Fund is comprised of the following unit investment trust: Income
Closed-End & Treasury Allocation Portfolio, Series 6 (the "Trust").
In this connection, we have examined the registration statement and the
prospectus for the Fund (the "Prospectus"), the Indenture, and such other
instruments and documents, as we have deemed pertinent. For purposes of this
opinion, we are assuming that the Trust will at all times be operated in
accordance with the Indenture and that the parties to the Indenture will at all
times fully comply with the terms of the Indenture. Failure to operate the Trust
at all times in accordance with the Indenture or failure to comply fully at all
times with the terms of the Indenture could result in federal income tax
treatment different from that described below.
You have informed us that the assets of the Trust will consist of a portfolio
as set forth in the Prospectus. All of the assets of the Trust constitute the
"Trust Assets." You have not requested us to examine, and accordingly we have
not examined, any of the Trust Assets and express no opinion as to the federal
income tax treatment thereof.
Based upon the foregoing and on the facts outlined in this opinion, and upon
an investigation of such matters of law as we consider to be applicable:
(i) We are of the opinion that, under existing United States Federal income
tax law, the Trust is not an association taxable as a corporation for Federal
income tax purposes but will be classified as a grantor trust and will be
governed by the provisions of subchapter J (relating to trusts) of chapter 1, of
the Internal Revenue Code of 1986 (the "Code").
(ii) Section 671 of the Code provides that, where a trust grantor is treated
as the owner of any portion of a trust, there shall then be included in
computing the taxable income and credits of the grantor those items of income,
deductions and credits against tax of the trust which are attributable to that
portion of the trust to the extent that such items would be taken into account
under the Code in computing taxable income or credits against the tax of an
individual. Each Unitholder is treated as the owner of a pro rata portion of the
Trust under Section 676 of the Code. Therefore, a Unitholder will be considered
as owning a pro rata share of each of the Trust Assets in the proportion that
the number of Units held by him or her bears to the total number of Units
outstanding. We are of the opinion that, under existing United States Federal
income tax law, (a) under subpart E, subchapter J of chapter 1 of the Code,
income of the Trust will be treated as income of each Unitholder in the
proportion described above, and an item of Trust income will have the same
character in the hands of a Unitholder as it would have if the Unitholder
directly owned a pro rata portion of the Trust's assets and (b) each Unitholder
will be considered to have received his or her pro rata share of income derived
from each Trust asset when such income would be considered to be received by the
Unitholder if the Unitholder directly owned a pro rata portion of the Trust's
assets.
(iii) Although the discussion in the Prospectus under the heading "Federal
Tax Matters" does not purport to discuss all possible United States federal
income tax consequences of the purchase, ownership and disposition of Units, in
our opinion, under existing United States Federal income tax law, such
discussion, taken as a whole, is an accurate summary in all material respects,
to the extent that the discussion constitutes statements of law or legal
conclusions with respect to United States federal income tax matters. In this
regard, please note that (a) we have not examined any of the Trust Assets and we
are therefore unable to express an opinion, and we express no opinion as to the
federal income tax treatment thereof and (b) the discussion under "Federal Tax
Matters" depends in part on the facts peculiar to individual Unitholders of
which we have made no investigation and have no knowledge.
Our opinion is based on the Code, the regulations promulgated thereunder and
other relevant authorities and law, all as in effect on the date hereof.
Consequently, future changes in the Code, the regulations promulgated thereunder
and other relevant authorities and law may cause the tax treatment of the
transaction to be materially different from that described above. This opinion
is given as of the date hereof, and we undertake no, and hereby disclaim any,
obligation to advise you of any change in any matter set forth herein. Our
opinion represents only our legal judgment, is not a guarantee of a result and,
unlike a tax ruling, is binding neither on the Internal Revenue Service nor a
court of law, and has no official status of any kind. The Internal Revenue
Service or a court of law could disagree with the opinion expressed herein.
Although we believe that, in a properly presented case, the opinion expressed
herein would be found to be correct if challenged, there can be no assurance
that this will be the case. In evaluating these federal tax issues, we have not
taken into account the possibility that a tax return will not be audited, that
an issue will not be raised on audit, or that an issue will be resolved through
settlement if raised.
This opinion, as qualified herein, covers only the opinions expressly
contained herein, and we express no opinion with respect to any other
considerations which may arise relating to the transaction, any other taxes or
any other matters arising under United States federal, state, local or foreign
law.
The Committee on Legal Opinions of the American Bar Association promulgated
the "Third-Party Legal Opinion Report, Including the Legal Opinion Accord," (the
"ABA Guidelines") in 1991. Among other things the ABA Guidelines provide that
attorneys should not provide legal opinions as to matters of fact or financial
or economic forecasts (or similar predictions). In this regard, matters
discussed expressly or implicitly within this letter which are determined to be
matters of fact or financial or economic forecasts (or similar predictions)
should be interpreted to be a confirmation of our understanding and a statement
of our belief rather than a legal opinion, regardless of the language used.
Chapman and Cutler LLP does not and will not impose any limitation on the
disclosure of tax treatment or tax structure of any transaction relating to this
matter.
We hereby consent to the filing of this opinion as an exhibit to the
registration statement (File No. 333-162646) relating to the Units referred to
above and to the use of our name and to the reference to our firm in said
registration statement and in the related Prospectus.
We hereby consent to the reliance upon this opinion by Dorsey & Whitney LLP,
counsel for the Trustee, in rendering its opinion as to certain New York State
tax matters delivered of even date herewith.
Very truly yours,
/S/ CHAPMAN AND CUTLER LLP
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CHAPMAN AND CUTLER LLP