Attached files
file | filename |
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S-1/A - Teucrium Commodity Trust | v168124_s1a.htm |
EX-5.1 - Teucrium Commodity Trust | v168124_ex5-1.htm |
EX-10.12 - Teucrium Commodity Trust | v168124_ex10-2.htm |
Exhibit
8.1
[Letterhead
of Sutherland Asbill & Brennan LLP]
____________,
2010
Teucrium
Corn Fund
RE: REGISTRATION
STATEMENT ON FORM S-1 (File No. 333-162033)
Ladies
and Gentlemen:
We have
acted as tax counsel for Teucrium Corn Fund (the “Fund”), a Delaware
statutory trust, with respect to certain legal matters in connection with the
offer and sale (the “Offering”) of common units representing fractional and
undivided beneficial interests in the Fund (the “Shares”). We have also
participated in the preparation of a Registration Statement on Form S-1
(the “Registration Statement”) to which this opinion is an exhibit. In
connection therewith, we have participated in the preparation of the discussion
set forth under the caption “U.S. Federal Income Tax Considerations” (the
“Discussion”) in the Registration Statement.
The
Discussion, subject to the qualifications and assumptions stated in the
Discussion and the limitations and qualifications set forth herein, constitutes
our opinion as to the material United States federal income tax consequences for
purchasers of the Shares pursuant to the Offering.
This
opinion letter is limited to the matters set forth herein, and no opinions are
intended to be implied or may be inferred beyond those expressly stated herein.
Our opinion is rendered as of the date hereof and we assume no obligation to
update or supplement this opinion or any matter related to this opinion to
reflect any change of fact, circumstances, or law after the date hereof. In
addition, our opinion is based on the assumption that the matter will be
properly presented to the applicable court.
Furthermore,
our opinion is not binding on the Internal Revenue Service or a court. In
addition, we must note that our opinion represents merely our best legal
judgment on the matters presented and that others may disagree with our
conclusion. There can be no assurance that the Internal Revenue Service will not
take a contrary position or that a court would agree with our opinion if the
matter were litigated.
We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the references to our firm and this opinion contained in the
Discussion. In giving this consent, we do not admit that we are “experts” under
the Securities Act of 1933, as amended, or under the rules and regulations of
the Securities and Exchange Commission relating thereto, with respect to any
part of the Registration Statement.
Very
truly yours,
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Paul
D. Jacokes, a partner
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