EXHIBIT 14.2 August 21, 1995 Nuveen New York Municipal Value Fund, Inc. 333 West Wacker Drive Chicago, Illinois 60606 Re: Agreement and Plan of Reorganization and Liquidation dated as of August 1, 1995 (the "Agreement") by and between Nuveen New York Municipal Value Fund, Inc. (the "Acquiring Fund") and Nuveen New York Municipal Income Fund, Inc. (the "Acquired Fund") Gentlemen: We have acted as local New York counsel for the Acquiring Fund and the Acquired Fund, concerning a Registration Statement of the Acquiring Fund on Form N-14 with respect to the transactions contemplated by the Agreement. We hereby consent to the filing of this letter as an exhibit to such Registration Statement and to the reference to our firm under the captions "Tax Matters Associated with Investment in the Funds-New York State and Local Tax Matters" and "Legal Opinions" in the Joint Proxy Statement and Prospectus which is a part of such Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act of 1933, as amended, and the rules and regulations thereunder. Very truly yours, /s/ Edwards & Angell ---------------------- EDWARDS & ANGELL