The Jones Financial Companies, L.L.L.P.

July 2, 2010

Page 2

interpretations of the Code, (b) the applicable Treasury Regulations as currently in effect (the “Regulations”), (c) current administrative interpretations by the Service of the Regulations and the Code, and (d) existing judicial decisions, all of which are subject to change or modification at any time (possibly with retroactive effect) and such other authorities as we have considered relevant.

Based solely upon the foregoing, and subject to the assumptions, qualifications and limitations stated herein and the assumptions, qualifications and limitations set forth in the Registration Statement, we are of the opinion that the discussion set forth in the Registration Statement under the heading “Material United States Tax Consequences,” to the extent that such discussion relates to matters of United States federal income tax law, is accurate in all material respects.

We express our opinion herein only to those matters specifically set forth above and no opinion should be inferred as to the tax consequences of owning an Interest under any state, local or foreign law, or with respect to other areas of United States federal taxation. We do not express any opinion herein concerning any law other than the federal income tax law of the United States. This opinion represents judgments concerning complex and uncertain issues, and is not binding upon the Internal Revenue Service (“Service”) or any other taxing authority. No assurance can be given that our opinion will not be challenged by the Service or any other taxing authority, or that any such challenge will not be successful.

The foregoing opinions reflect our best professional judgment as to the correct United States federal income tax consequences of the transaction to which this opinion relates. Our opinion is expressly conditioned on, among other things, the accuracy of all such facts, information, statements and representations as of the date hereof. Any material change in the law, authorities, or facts referred to, set forth, relied upon or assumed herein, or in the transaction documents could affect the conclusions stated herein. This opinion is expressed as of the date hereof, and we are under no obligation to supplement or revise our opinion to reflect any changes (including changes that have retroactive effect) (a) in applicable law or (b) that would cause any statement, representation or assumption herein to no longer be true or correct.

This opinion has been prepared for the Partnership in connection with the Registration Statement. The use of this opinion is limited to the Partnership and its partners. It may not be relied upon in any manner or for any purpose by any other person or entity without our prior written consent. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and to the references to our firm name therein. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations thereunder.

The Jones Financial Companies, L.L.L.P.

July 2, 2010

Page 3

Very truly yours,

/s/ Bryan Cave LLP

BRYAN CAVE LLP