EXHIBIT l.2


                              Bingham McCutchen LLP
                               150 Federal Street
                              Boston, MA 02110-1726

                                February 5, 2003



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

         RE:      Nuveen Quality Preferred Income Fund 3

Ladies and Gentlemen:

         We have acted as special Massachusetts counsel to Nuveen Quality
Preferred Income Fund 3, a Massachusetts business trust (the "Fund"), in
connection with the Fund's Registration Statement on Form N-2 filed with the
Securities and Exchange Commission (the "Commission") on November 27, 2002 (the
"Initial Filing") as such Registration Statement is proposed to be amended by
Pre-Effective Amendment No. 1 thereto to be filed with the Commission on or
about February 5, 2003 (as proposed to be amended, the "Registration Statement")
with respect to 3,320 shares Series M and 3,320 shares Series TH of the Fund's
FundPreferred shares, with a liquidation preference of $25,000 per share (the
"Shares"). You have requested that we deliver this opinion to you, as special
counsel to the Fund, for use by you in connection with your opinion to the Fund
with respect to the Shares.

         In connection with the furnishing of this opinion, we have examined the
following documents:

         (a) a certificate dated a recent date of the Secretary of the
Commonwealth of Massachusetts as to the existence of the Fund;

         (b) copies of the Fund's Declaration of Trust and of all amendments
thereto (the "Declaration") on file in the office of the Secretary of the
Commonwealth of Massachusetts;

         (c) a draft of the Fund's Statement Establishing and Fixing the Rights
and Preferences of FundPreferred shares attached as Appendix A to the Statement
of Additional Information included in the printer's proof referred to in (f)
below (the "Statement");



Vedder Price Kaufman & Kammholz
February 5, 2003
Page 2



         (d) a certificate of the Secretary of the Fund, certifying as to, and
attaching copies of, the Fund's Declaration, Statement, By-Laws, and certain
resolutions adopted by the Trustees of the Fund;

         (e) a conformed copy of the Initial Filing; and

         (f) a printer's proof, which we received from the printer as a .pdf
file on February 4, 2003, of Pre-Effective Amendment No. 1 to the Initial Filing
to be filed with the Securities and Exchange Commission (the "Amendment").

         In such examination, we have assumed the genuineness of all signatures,
the conformity to the originals of all of the documents reviewed by us as
copies, the authenticity and completeness of all original documents reviewed by
us in original or copy form and the legal competence of each individual
executing any document.

         We have assumed that the Amendment will be duly filed with the
Commission in substantially the form of the printer's proof referred to in (f)
above, that the Statement will be duly completed, executed and delivered in
substantially the form included in such printer's proof and in accordance with
the resolutions of the Trustees attached to the certificate referred to in (d)
above, and that the Statement will be duly filed with the office of the
Secretary of the Commonwealth of Massachusetts.

         This opinion is based entirely on our review of the documents listed
above and such investigation of law as we have deemed necessary or appropriate.
We have made no other review or investigation of any kind whatsoever, and we
have assumed, without independent inquiry, the accuracy of the information set
forth in such documents. As to our opinion below relating to the valid existence
of the Fund, our opinion relies entirely upon and is limited by the certificate
referenced in paragraph (a) above.





Vedder Price Kaufman & Kammholz
February 5, 2003
Page 3



         This opinion is limited solely to the laws of the Commonwealth of
Massachusetts as applied by courts located in such Commonwealth, except that we
express no opinion as to any Massachusetts securities law. No opinion is given
herein as to the choice of law or internal substantive rules of law which any
tribunal may apply.

         We understand that all of the foregoing assumptions and limitations are
acceptable to you.

         Based upon and subject to the foregoing, please be advised that it is
our opinion that:

         1. The Fund is duly established and validly existing under the Fund's
Declaration and the laws of the Commonwealth of Massachusetts as a voluntary
association with transferable shares of beneficial interest commonly referred to
as a "Massachusetts business trust."

         2. The Shares, when issued and sold in accordance with the Fund's
Declaration, Statement and By-Laws will be legally issued, fully paid and
non-assessable, except that, as set forth in the Registration Statement,
shareholders of the Fund may under certain circumstances be held personally
liable for its obligations.

         We hereby consent to your reliance on this opinion in connection with
your opinion to the Fund with respect to the Shares, to the reliance by the Fund
on this opinion, to the reference to our name in the Registration Statement and
in the prospectus forming a part thereof under the heading "Legal Opinions" and
to the filing of this opinion as an exhibit to the Registration Statement.

                                                Very truly yours,


                                                Bingham McCutchen LLP