Attached files
| file | filename |
|---|---|
| S-1 - United States Gasoline Fund, LP | v162791_s1.htm |
| EX-8.1 - United States Gasoline Fund, LP | v162791_ex8-1.htm |
| EX-10.2 - United States Gasoline Fund, LP | v162791_ex10-2.htm |
| EX-23.2(B) - United States Gasoline Fund, LP | v162791_ex23-2b.htm |
| EX-23.2(A) - United States Gasoline Fund, LP | v162791_ex23-2a.htm |
Exhibit
5.1
[Letterhead
of Sutherland Asbill & Brennan LLP]
October
28, 2009
United
States Gasoline Fund, LP
1320
Harbor Bay Parkway, Suite 145
Alameda,
CA 94502
|
Re:
|
United
States Gasoline Fund, LP
Registration
Statement on Form S-1
File No.
333-
|
Ladies
and Gentlemen:
We have acted as counsel to United
States Gasoline Fund, LP, a Delaware limited partnership (“UGA”),
and its General Partner, United States Commodity Funds LLC (the “General
Partner”), in connection with the registration statement on Form S-1
filed with the SEC on October 28, 2009 (File No. 333-_________) (the “Registration
Statement”) filed by UGA with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the “Act”),
relating to 50,000,000 units representing limited partner interests in UGA (the
“Units”),
in connection with the offering described in the Registration
Statement.
As counsel to UGA, we have participated
in the preparation of the Registration Statement and have examined originals or
copies, certified or otherwise identified to our satisfaction by public
officials or officers acting on behalf of UGA as authentic copies of originals,
of (i) UGA’s certificate of limited partnership and its amended and
restated agreement of limited partnership dated as of February 11, 2008, (ii)
the General Partner’s fourth amended and restated limited liability company
agreement dated as of June 12, 2008, (iii) resolutions of the board of
directors of the General Partner acting on behalf of UGA relating to the
authorization, issuance, offer and sale of the Units pursuant to the
Registration Statement, and (iv) such other documents or matters of law as
in our judgment were necessary to enable us to render the opinions expressed
below.
With
respect to such examination and our opinion expressed herein, we have assumed,
without any independent investigation or verification (i) the genuineness
of all signatures (other than those of UGA and the General Partner) on all
documents submitted to us for examination, (ii) the legal capacity of all
natural persons, (iii) the authenticity of all documents submitted to us as
originals, (iv) the conformity to original documents of all documents
submitted to us as conformed or reproduced copies and the authenticity of the
originals of such copied documents, and (v) that all certificates issued by
public officials have been properly issued. We also have assumed
without independent investigation or verification the accuracy and completeness
of all corporate records made available to us by UGA and the General
Partner.
United
States Gasoline Fund, LP
October
28, 2009
Page
2
We have
relied with your approval upon certificates of public officials, upon
certificates and/or representations of officers and employees of the General
Partner on behalf of UGA, upon such other certificates as we deemed appropriate,
and upon such other data as we have deemed to be appropriate under the
circumstances. We have undertaken no independent investigation or
verification of factual matters.
The
opinions expressed in this letter are limited to the Limited Liability Company
Act and the Revised Uniform Limited Partnership Act of the State of Delaware,
including the applicable provisions of the Delaware Constitution and the
reported judicial decisions interpreting these laws. We express no
opinion with respect to any other laws of the State of Delaware or the laws of
any other jurisdiction. We express no opinion as to any state
securities or broker-dealer laws or regulations thereunder relating to the
offer, issuance and sale of the Units.
Based
upon and subject to the foregoing, we are of the opinion that:
The
issuance of the Units has been duly authorized, and when the Units have
been delivered to, and the agreed consideration has been fully paid at the
time of such delivery by, the purchasers thereof, and the Registration Statement
has become effective under the Act and remains effective at the time of the
offer or sale of the Units, the Units will be validly issued, fully paid and
non-assessable.
This
opinion is limited to the matters expressly set forth herein, and no opinion may
be implied or inferred beyond those expressly stated. Our opinions
and other statements expressed herein are as of the date hereof, and we have no
obligation to update this letter or to advise you of any changes in applicable
law or any other matters that may come to our attention after the date
hereof.
We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm in the “Legal Matters” section of the
Registration Statement. We do not admit by giving this consent that
we are in the category of persons whose consent is required under Section 7
of the Act.
Respectfully
submitted,
/s/ James
M. Cain
James M.
Cain, a partner