EXHIBIT 99.(3)(3)

                           Emmet, Marvin & Martin, LLP
                                  120 Broadway
                            New York, New York 10271


                                  July 25, 2003


Claymore Securities, Inc.
210 North Hale Street
Wheaton, Illinois 60187

The Bank of New York, As Trustee
101 Barclay Street
New York, New York 10286

Dear Sirs:

          We are acting as special New York tax counsel for purposes of
determining the applicability of certain New York taxes in connection with that
certain Reference Trust Agreement (the "Trust Agreement") dated as of today's
date between Claymore Securities, Inc. as Depositor (the "Depositor" and The
Bank of New York, as Trustee (the "Trustee"), establishing Claymore Securities
Defined Portfolios, Series 154, Closed-End Senior Loan and Income Portfolio,
Series 1 (the "Trust(s)") and the execution by the Trustee under the Trust
Agreement, of receipts for units evidencing ownership of all of the units of
fractional undivided interest (such receipts for units and such aggregate units
being herein respectively called "Receipts for Units" and "Units") in the
Trust(s), as set forth in the prospectus, (the "Prospectus") included in the
registration statement on Form S-6, as amended to the date hereof (the
"Registration Statement"), relating to the Trust(s). The Trust(s) consists of
certain securities (the "Securities") (including delivery statements relating to
contracts for the purchase of certain Securities not yet delivered and cash,
cash equivalents or an irrevocable letter or letters of credit, or a combination
thereof, in the amount required to pay for such purchases upon the receipt of
such Securities) as listed under "Trust Portfolio" in the Prospectus (such
Securities, delivery statements and cash, cash equivalents, letter or letters of
credit being herein called the "Portfolio Assets". It is noted that no opinion
is expressed herein with regard to the Federal tax aspects of the Securities,
the Trust(s), the Units or any interest, gains or losses in respect thereof.

          The Trustee did not participate in the selection of the Securities to
be deposited in the Trust(s), and, upon the receipt thereof, will cause the
number of Units representing the entire capital of the Trust(s) to be deposited
in the Depositor's account at The Depository Trust Company, as more fully set
forth in the Prospectus. The Units, which are represented by book entry
positions, will be offered to the public upon the effectiveness of the
Registration Statement.

          The duties of the Trustee, which are ministerial in nature, will
consist primarily of crediting the appropriate accounts with interest received
by the Trust(s) and with the proceeds from the disposition of securities held in
the Trust(s) and the proceeds of the treasury obligation



on maturity and the distribution of such payments and proceeds to the Unit
holders. The Trustee will also maintain records of the registered holders of
Units representing an interest in the Trust(s) and administer the redemption of
Units by such registered holders and may perform certain administrative
functions with respect to an automatic reinvestment option.

          Generally, Securities held in the Trust(s) may be removed therefrom by
the Trustee at the direction of the Depositor upon the occurrence of certain
specified events which adversely affect the sound investment character of the
Trust(s), such as default by the issuer in payment of declared dividends or of
interest or principal on one or more of its debt obligations.

          Prior to the termination of the Trust(s), the Trustee is empowered to
sell Portfolio Assets designated by the Depositor only for the purpose of
redeeming Units tendered to it and of paying expenses for which funds are not
available. The Trustee does not have the power to vary the investment of any
Unit holder in the Trust(s), and under no circumstances may the proceeds of sale
of any Securities held by the Trust(s) be used to purchase new Securities to be
held therein.

          Article 9-A of the New York Tax Law imposes a franchise tax on
business corporations. For purposes of that Article, Section 208.l(d) defines
the term "corporation" to include, among other things, "any business conducted
by a trustee or trustees wherein interest or ownership is evidenced by
certificate or other written instrument."

          The Regulations promulgated under Section 208 provide as follows:

          (b) The term CORPORATION includes . . . any business conducted by a
          trustee or trustees wherein interest or ownership is evidenced by
          certificate or other written instrument.

                    ...

          (2) A business conducted by a trustee or trustees in which interest or
          ownership is evidenced by certificate or other written instrument
          includes, but is not limited to, an association commonly referred to
          as a business trust or Massachusetts trust. In determining whether a
          trustee or trustees are conducting a business, the form of the
          agreement is of significance but is not controlling. The actual
          activities of the trustee or trustees, not their purposes and powers,
          will be regarded as decisive factors in determining whether a trust is
          subject to tax under Article 9 A of the Tax Law. The mere investment
          of funds and the collection of income therefrom with incidental
          replacement of securities and reinvestment of funds, does not
          constitute the conduct of a business in the case of a business
          conducted by a trustee or trustees. 20 NYCRR 1-2.5(b).



          New York cases dealing with the question of whether a trust will be
subject to the franchise tax have also delineated the general rule that where a
trustee merely invests funds and collects and distributes the income therefrom,
the trust is not engaged in business and is not subject to the franchise tax,
BURRELL v. LYNCH, 274 A.D. 347, 84 N.Y.S.2d 171 (3rd Dept, 1948), ORDER
RESETTLED, 274 A.D. 1073, 85 N.Y. S.2d 703 (3rd Dept. 1949).

          In an opinion of the Attorney General of the State of New York, 47
N.Y. Att'y. Gen, Rep. 213 (Nov. 24, 1942), it was held that where the trustee of
an unincorporated investment trust was without authority to reinvest amounts
received upon the sales of securities and could dispose of securities making up
the trust only upon the happening of certain specified events or the existence
of certain specified conditions, the trust was not subject to the franchise tax.
SEE ALSO FIBREBOARD ASBESTOS COMPENSATION TRUST (Advisory Opinion) Commission of
Taxation and Finance, TSB-A-97(3)C and TSB-A-97(1)I, January 21, 1997.

          In the instant situation, the Trustee is not empowered to, and we
assume will not, sell Securities contained in the corpus of the Trust(s) and
reinvest the proceeds therefrom. Further, the power to sell such Securities is
limited to circumstances in which the creditworthiness or soundness of the
issuer of such Security is in question or in which cash is needed to pay
redeeming Unit holders or to pay expenses, or where the Trust(s) liquidated
subsequent to the termination of the Trust(s). In substance, the Trustee will
merely collect and distribute income and will not reinvest any income or
proceeds, and the Trustee has no power to vary the investment of any Unit holder
in the Trust(s).

          Under Subpart E of Part I, Subchapter J of Chapter 1 of the Internal
Revenue Code of 1986, as amended (the "Code") the grantor of a trust will be
deemed to be the owner of the trust under certain circumstances, and therefore
taxable on his proportionate interest in the income thereof. Where this Federal
tax rule applies, the income attributed to the grantor will also be income to
him for New York income tax purposes. See TSB-M-78(9)C, New York Department of
Taxation and Finance, June 23, 1978.

          By letter dated today, Chapman and Cutler rendered its opinion that
each Unit holder will be considered as owning a share of each asset of a
Trust(s) in the proportion that the number of Units held by such holder bears to
the total number of Units outstanding and the income of a Trust(s) will be
treated as the income of each Unit holder in said proportion pursuant to Subpart
E of Part I, Subchapter J of Chapter 1 of the Code.

          Based on the foregoing and on the opinion of Chapman and Cutler, dated
today, upon which we specifically rely, we are of the opinion that under
existing laws, rulings, and court decisions interpreting the laws of the State
and City of New York:

          1.   The Trust(s) will not constitute an association taxable as a
               corporation under New York law, and, accordingly, will not be
               subject to tax on its income under the New York State franchise
               tax or the New York City general corporation tax.



          2.   The income for the Trust(s) will be treated as the income of the
               Unit holders under the income tax laws of the State and City of
               New York.

          3.   Unit holders who are not residents of the State of New York are
               not subject to the income tax laws thereof with respect to any
               interest or gain derived from the Trust(s) or any gain from the
               sale or other disposition of the Units, except to the extent that
               such interest or gain is from property employed in a business,
               trade, profession or occupation carried on in the State of New
               York.

          We hereby consent to the filing of this opinion letter as an exhibit
to the Registration Statement relating to the Units and to the use of our name
and the reference to our firm in the Registration Statement and in the
Prospectus.

                                        Very truly yours,