EXHIBIT 3.2
Chapman and Cutler LLP
111 West Monroe Street
Chicago, Illinois 60603
April 24, 2013
Guggenheim Funds Distributors, LLC
2455 Corporate West Drive
Lisle, Illinois 60532
The Bank of New York Mellon
2 Hanson Place
Brooklyn, New York 11217
Re: Guggenheim Defined Portfolios, Series 1033
US Housing Recovery Portfolio, Series 1
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Ladies/Gentlemen:
We have acted as counsel for Guggenheim Funds Distributors, LLC, depositor
of Guggenheim Defined Portfolios, Series 1033 (the "Fund"), in connection with
the issuance of units of fractional undivided interest in the Fund (the
"Units"), under a trust agreement dated April 24, 2013 (the "Indenture") among
Guggenheim Funds Distributors, LLC, 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: US Housing Recovery Portfolio, Series 1 (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
portfolios 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 Trust) 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 "Taxes"
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 "Taxes" 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. 333-187417) 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