EXHIBIT 11.2



                                August 21, 1995



Vedder, Price, Kaufman & Kammholz
222 North LaSalle Street
Chicago, Illinois 60601


     Re:  Nuveen New York Municipal Value Fund, Inc.
          Shares to be Issued Pursuant to Agreement and Plan
          of Reorganization and Liquidation

Ladies and Gentlemen:

     We have acted as special Minnesota counsel to Nuveen New York Municipal
Value Fund, Inc., a Minnesota corporation (the "Fund"), in connection with the
Fund's authorization and proposed issuance of up to 3,500,000 of its common
shares, par value $.01 per share (the "Shares").  The Shares are to be issued
pursuant to an Agreement and Plan of Reorganization and Liquidation dated as of
August 1, 1995 (the "Agreement"), by and between the Fund and Nuveen New York
Municipal Income Fund, Inc., a Minnesota corporation, the form of which
Agreement is included as Annex A to the Joint Proxy Statement--Prospectus
included in the Fund's Registration Statement on Form N-14 filed with the
Securities and Exchange Commission (the "Registration Statement").

     In rendering the opinions hereinafter expressed, we have reviewed the
corporate proceedings taken by the Fund in connection with the authorization and
issuance of the Shares, and we have reviewed such questions of law and examined
copies of such corporate records of the Fund, certificates of public officials
and of responsible officers of the Fund, and other documents as we have deemed
necessary as a basis for such opinions.  As to the various matters of fact
material to such opinions, we have, when such facts were not independently
established, relied to the extent we deem proper on certificates of public
officials and of responsible officers of the Fund.  In connection with such
review and examination, we have assumed that all copies of documents provided to
us conform to the originals; that all signatures are genuine; and that the
Agreement has been duly and validly authorized, executed and delivered on behalf
of each of the parties thereto.

 
     Based on 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 contained in, the Agreement, will be legally
issued and fully paid and non-assessable; and the issuance of the Shares is not
subject to preemptive rights.

     In rendering the forgoing opinions, we express no opinion as to the laws of
any jurisdiction other than the State of Minnesota.  In addition, in rendering
the foregoing opinions, we have assumed, with your concurrence, that the
conditions to closing set forth in the Agreement will have been satisfied.  You
and the Fund are hereby authorized to rely on the foregoing opinions in
rendering your opinion to the Fund to be filed as Exhibit 11.1 to the
Registration Statement.  Except as aforesaid, the foregoing opinions are not to
be relied upon by any other person without our prior written authorization.

     We hereby consent to the filing of this opinion as Exhibit 11.2 to the
Registration Statement and to the reference to this firm under the caption
"Legal Opinions" in the Fund's final Joint Proxy Statement--Prospectus relating
to the Shares included in the Registration Statement.

                              Very truly yours,


                              By: /s/ Dorsey & Whitney P.L.L.P.
                                  -----------------------------
JDA