EXHIBIT 11.1 August 22, 1995 Nuveen New York Municipal Value Fund, Inc. 333 West Wacker Drive Chicago, Illinois 60606 RE: NUVEEN NEW YORK MUNICIPAL VALUE FUND, INC. REGISTRATION STATEMENT ON FORM N-14 ----------------------------------------------- Ladies and Gentlemen: We are acting as counsel for Nuveen New York Municipal Value Fund, Inc., a Minnesota corporation (the "Fund"), in connection with the Fund's filing of a registration statement on Form N-14 (the "Registration Statement") with the Securities and Exchange Commission covering the registration of up to 3,500,000 shares of common stock, $.01 par value per share, of the Fund (the "Shares"), pursuant to the proposed reorganization of the Fund and Nuveen New York Municipal Income Fund, Inc., a Minnesota corporation (the "Acquired Fund"), as described in the Registration Statement and pursuant to that certain Agreement and Plan of Reorganization and Liquidation entered into between the Fund and the Acquired Fund dated as of August 1, 1995 (the "Agreement"). 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. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as certified copies or photocopies and the authenticity of the originals of such latter documents. Insofar as this opinion pertains to matters governed by the laws of the State of Minnesota, we are relying, with your consent, upon the opinion of Dorsey & Whitney dated August 21, 1995, which opinion is satisfactory in substance and form to us. Based upon the foregoing, it is our opinion that: (1) The Fund is validly existing as a corporation in good standing under the laws of the State of Minnesota. (2) The Shares, when issued and delivered by the Fund pursuant to, and upon satisfaction of the conditions and covenants contained in the Agreement (including without limitation the approval of the issuance of the Shares and/or the proposed reorganization by the shareholders of the Fund and/or the Acquired Fund as described in the Registration Statement), will be legally issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as Exhibit 11.1 to the Registration Statement and to the references to us under the caption "Legal Opinions" in the Joint Proxy Statement - Prospectus contained in the Registration Statement. Respectfully submitted, VEDDER, PRICE, KAUFMAN & KAMMHOLZ By /s/ David A. Sturms ------------------- David A. Sturms JSH/lmj