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