Attached files
file | filename |
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S-1/A - S-1/A - CAMPBELL STRATEGIC ALLOCATION FUND LP | x76534sv1za.htm |
EX-5.2 - EX-5.2 - CAMPBELL STRATEGIC ALLOCATION FUND LP | x76534exv5w2.htm |
EX-23.2 - EX-23.2 - CAMPBELL STRATEGIC ALLOCATION FUND LP | x76534exv23w2.htm |
EX-23.4 - EX-23.4 - CAMPBELL STRATEGIC ALLOCATION FUND LP | x76534exv23w4.htm |
EX-8.1 - EX-8.1 - CAMPBELL STRATEGIC ALLOCATION FUND LP | x76534exv8w1.htm |
EX-8.2 - EX-8.2 - CAMPBELL STRATEGIC ALLOCATION FUND LP | x76534exv8w2.htm |
EX-3.2 - EXHIBIT 3.2 - CAMPBELL STRATEGIC ALLOCATION FUND LP | x76534exv3w2.htm |
EXHIBIT 5.1
SIDLEY AUSTIN llp 787 SEVENTH AVENUE NEW YORK, NY 10019 (212) 839 5300 (212) 839 5599 FAX |
BEIJING BRUSSELS CHICAGO DALLAS FRANKFURT GENEVA HONG KONG LONDON LOS ANGELES FOUNDED 1866 |
NEW YORK PALO ALTO SAN FRANCISCO SHANGHAI SINGAPORE SYDNEY TOKYO WASHINGTON, D.C. |
February 19, 2010
Campbell & Company, Inc.
General Partner of Campbell Strategic Allocation Fund, L.P.
2850 Quarry Lake Drive
Baltimore, Maryland 21209
General Partner of Campbell Strategic Allocation Fund, L.P.
2850 Quarry Lake Drive
Baltimore, Maryland 21209
Re: Campbell Strategic Allocation Fund, L.P.
Units of Limited Partnership Interest (the Units)
Units of Limited Partnership Interest (the Units)
Dear Sir or Madam:
We refer to Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1 to be filed by
Campbell Strategic Allocation Fund, L.P. (the Partnership) with the Securities and Exchange
Commission under the Securities Act of 1933 (the Securities Act), on or about February 19, 2010
(the Registration Statement), relating to the registration of Units of the Partnership as set
forth on the cover page of the prospectus included therein.
We are familiar with the proceedings to date with respect to the proposed issuance and sale of the
Units and have examined such records, documents and questions of law, and satisfied ourselves as to
such matters of fact, as we have considered relevant and necessary as a basis of this opinion.
For purposes of rendering this opinion, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted to us as originals,
the conformity to originals of all documents submitted to us as certified or photostatic copies,
and the authenticity of the original of copies.
Based on the foregoing, we are of the opinion that:
1. The Partnership has been duly formed and is validly existing in good standing as a limited
partnership under the Delaware Revised Uniform Limited Partnership Act (the Act).
Sidley Austin LLP is a limited liability partnership practicing in affiliation with other Sidley Austin partnerships
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Campbell & Company, Inc.
February 19, 2010
Page 2
February 19, 2010
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2. The General Partner has taken all corporate action required to be taken by it to authorize the
issuance and sale of Units to the Subscribers (as defined below) and to authorize the admission to
the Partnership of the limited partners of the Partnership.
3. Assuming (i) the due authorization, execution and delivery to the General Partner of the
Subscription Agreement by each subscriber for Units (the Subscribers), (ii) the due acceptance by
the General Partner of the admission of the Subscribers as limited partners of the Partnership to
the Partnership, (iii) the payment by each Subscriber to the Partnership of the full consideration
due from it for the Units subscribed to by it, (iv) the due authorization, execution and delivery
by all parties thereto, including the Subscribers as limited partners of the Partnership, of the
Second Amended and Restated Agreement of Limited Partnership, (v) that the books and records of the
Partnership set forth all information required by the Second Amended and Restated Agreement of
Limited Partnership and the Act, including all information with respect to all persons and entities
to be admitted as partners and their contributions to the Partnership, (vi) that the Subscribers,
as limited partners of the Partnership, do not participate in the control of the business of the
Partnership, and (vii) that the Units are offered and sold as described in the Registration
Statement and the Second Amended and Restated Agreement of Limited Partnership, the Units to be
issued to the Subscribers will represent valid limited partner interests in the Partnership and,
subject to the qualifications set forth herein, will be fully paid and nonassessable limited
partner interests in the Partnership, as to which the Subscribers as limited partners of the
Partnership will have no liability in excess of their obligations to make contributions to the
Partnership, their obligations to make other payments provided for in the Second Amended and
Restated Agreement of Limited Partnership and their share of the Partnerships assets and
undistributed profits (subject to the obligation of a Limited Partner to repay any funds wrongfully
distributed to it).
We express no opinion as to the application of the securities or blue sky laws of the various
states (including the State of Delaware) to the sale of the Units.
We are members of the Bar of the State of New York and, except as necessary to render this opinion,
do not opine with respect to the laws of any jurisdiction other than the State of New York, and the
Delaware Revised Uniform Limited Partnership Act.
We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and all
references to our firm included in or made a part of the Registration Statement.
Very truly yours, |
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/s/ Sidley Austin LLP | ||||
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