Attached files
| file | filename |
|---|---|
| S-1/A - Teucrium Commodity Trust | v168124_s1a.htm |
| EX-8.1 - Teucrium Commodity Trust | v168124_ex8-1.htm |
| EX-10.12 - Teucrium Commodity Trust | v168124_ex10-2.htm |
Exhibit 5.1
[Letterhead
of Sutherland Asbill & Brennan LLP]
January
__, 2010
Teucrium
Commodity Trust
232
Hidden Lake Road, Building A
Brattleboro,
VT 05301
|
Re:
|
Teucrium
Commodity Trust
Registration
Statement on Form S-1
File No.
333-162033
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Ladies
and Gentlemen:
We have acted as counsel to Teucrium
Commodity Trust, a Delaware statutory trust (the “Trust”),
and its Sponsor, Teucrium Trading, LLC (the “Sponsor”),
in connection with the registration statement on Form S-1 (File No. 333-162033)
(the “Registration
Statement”) filed by the Trust with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the “Act”),
relating to 30,000,000 units (the “Shares”)
representing fractional undivided beneficial interests in Teucrium Corn Fund,
the sole existing series of the Trust, in connection with the offering described
in the Registration Statement.
As counsel to the Trust, 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 the Trust as authentic copies
of originals, of (i) the Trust’s certificate of trust and its Amended and
Restated Declaration of Trust and Trust Agreement dated as of ________, 2009,
(ii) the Sponsor’s amended and restated limited liability company agreement
dated as of October 26, 2009, (iii) resolutions of the members of the
Sponsor acting on behalf of the Trust relating to the authorization, issuance,
offer and sale of the Shares 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 the Trust and the Sponsor) 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 the Trust and the
Sponsor.
Teucrium
Commodity Trust
January
__, 2010
Page
2
We have
relied with your approval upon certificates of public officials, upon
certificates and/or representations of officers and employees of the Sponsor on
behalf of the Trust, 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.
This
opinions expressed in this letter are limited to the Delaware Statutory Trust
Act and the Delaware Limited Liability Company Act, 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 Shares.
Based
upon and subject to the foregoing, we are of the opinion that:
The
issuance of the Shares has been duly authorized, and when the Shares 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 Shares, the Shares 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.
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Respectfully
submitted,
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SUTHERLAND
ASBILL & BRENNAN LLP
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