EXHIBIT 3.1
Chapman and Cutler LLP
111 West Monroe Street
Chicago, Illinois 60603
February 24, 2020
Guggenheim Funds Distributors, LLC
227 West Monroe Street
Chicago, Illinois 60606
Re: Guggenheim Defined Portfolios, Series 1989
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Ladies and Gentlemen:
We have served as counsel to Guggenheim Defined Portfolios, Series 1989
(hereinafter referred to as the "Fund"), in connection with the issuance, under
the Reference Trust Agreement dated the date hereof between Guggenheim Funds
Distributors, LLC, as Depositor, and The Bank of New York Mellon, as Trustee, of
Units of fractional undivided interest in the one or more Trusts of said Fund
(hereinafter referred to as the "Units").
In connection therewith, we have examined such pertinent records and
documents and matters of law as we have deemed necessary in order to enable us
to express the opinions hereinafter set forth. We have assumed the genuineness
of all agreements, instruments and documents submitted to us as originals and
the conformity to originals of all copies thereof submitted to us. We have also
assumed the genuineness of all signatures and the legal capacity of all persons
executing agreements, instruments and documents examined or relied upon by us.
We have not reviewed the financial statements, compilation of the
securities to be acquired by the Fund, or other financial or statistical data
contained in the Registration Statement and the Prospectus, as to which we
understand you have been furnished with the reports of the accountants appearing
in the Registration Statement and the Prospectus. In addition, we have made no
specific inquiry as to whether any stop order or investigatory proceedings have
been commenced with respect to the Registration Statement or the Depositor nor
have we reviewed court or governmental agency dockets.
Statements in this opinion as to the validity, binding effect and
enforceability of agreements, instruments and documents are subject: (i) to
limitations as to enforceability imposed by bankruptcy, reorganization,
moratorium, insolvency and other laws of general application relating to or
affecting the enforceability of creditors' rights, and (ii) to limitations under
equitable principles governing the availability of equitable remedies.
The opinions expressed herein are limited to the laws of the State of New
York. No opinion is expressed as to the effect that the law of any other
jurisdiction might have upon the subject matter of the opinions expressed herein
under applicable conflicts of law principles, rules or regulations or otherwise.
Based on and subject to the foregoing, we are of the opinion that:
1. The Reference Trust Agreement has been duly authorized and executed
and delivered by an authorized officer of the Depositor and is a valid
and binding obligation of the Depositor in accordance with its terms.
2. The establishment of book entry positions evidencing the Units in the
Trust(s) of the Fund have been duly authorized by the Depositor. Upon
payment of the consideration for the Units as provided in the
Reference Trust Agreement and the Registration Statement, the Units
will be, when sold, validly issued and purchasers of the Units will
not have any obligation to make payments to the Fund or its creditors
(other than the purchase price for the Units) or contributions to the
Fund or its creditors solely by reason of the purchasers' ownership of
the Units.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 333-235846) 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. This opinion is intended
solely for the benefit of the addressee in connection with the issuance of the
Units of the Fund and may not be relied upon in any other manner or by any other
person without our express written consent.
Very truly yours,
/s/ Chapman and Cutler LLP
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CHAPMAN AND CUTLER LLP