Attached files
| file | filename |
|---|---|
| S-1 - RJO GLOBAL TRUST | v204416_s1.htm |
| EX-1.02 - RJO GLOBAL TRUST | v204416_ex1-02.htm |
| EX-5.01 - RJO GLOBAL TRUST | v204416_ex5-01.htm |
| EX-23.01 - RJO GLOBAL TRUST | v204416_ex23-01.htm |
Exhibit
8.01
Alston&Bird
llp
The
Atlantic Building
950 F
Street, NW
Washington,
DC 20004-1404
202-756-3300
Fax:
202-756-3333
www.alston.com
Managing
Owner
RJO
Global Trust
222 South
Riverside Plaza, Suite 900
Chicago,
Illinois 60606
In connection with the filing of the
Registration Statement, you have requested our opinions concerning (i) the
qualification and taxation for United States federal income tax purposes of the
Trust as a partnership; and (ii) the accuracy of the information in the
prospectus (the “Prospectus”) included in the Registration Statement under the
heading “Certain U.S. Federal Income Tax Consequences.”
In
formulating our opinions, we have reviewed and relied upon the Registration
Statement and such applicable provisions of law and other documents as we have
considered necessary or desirable for purposes of the opinions expressed
herein. In addition, you have provided us with, and we are relying
upon, a certificate containing certain factual representations of an officer of
R. J. O’Brien Fund Management, LLC (the “Officer’s Certificate”) relating to,
among other things, the actual and proposed operations of the
Trust. Our opinion is conditioned on the continuing accuracy and
completeness of such statements and representations, without regard to any
qualification as to knowledge or belief. Any material change or
inaccuracy in the statements set forth in the Registration Statement or the
representations set forth in the Officer’s Certificate may affect our opinions
set forth herein. For purposes of our opinions, we have not made an
independent investigation of the facts set forth in the Registration Statement,
the Officer’s Certificate, or any other documents. We have,
consequently, assumed that the information presented therein accurately and
completely describes all material facts relevant to our opinions. No
facts have come to our attention, however, that would cause us to question the
accuracy or completeness of such facts or documents in a material
way.
|
Atlanta
• Charlotte • Dallas • Los Angeles • New York • Research Triangle •
Silicon Valley • Ventura County • Washington,
D.C.
|
R. J.
O’Brien Fund Management, LLC
December
2, 2010
Page
2
In rendering these opinions, we have
assumed that the transactions contemplated by the foregoing documents have been
consummated in accordance with the provisions thereof, and that such documents
accurately reflect the material facts of such transactions. In
addition, these opinions are based upon the assumption that the Trust will
operate in the manner described in its organizational documents and in the
Registration Statement, and all terms and provisions of such agreements and
documents have been and will continue to be complied with. Our
opinions expressed herein are based on the applicable laws of the State of
Delaware, the Internal Revenue Code of 1986, as amended (the “Code”), Treasury
regulations promulgated thereunder, interpretations of the Code and such
regulations by the courts and the Internal Revenue Service, all as they are in
effect and exist at the date of this letter. It should be noted that
statutes, regulations, judicial decisions, and administrative interpretations
are subject to change at any time and, in some circumstances, with retroactive
effect. A material change that is made after the date hereof in any
of the foregoing bases for our opinions could adversely affect our conclusions,
and we undertake no responsibility, obligation, or duty to advise you of any
such changes.
Based upon and subject to the
foregoing, it is our opinion that:
1. The
Trust will be treated as a partnership and will not be treated as a “publicly
traded partnership” for United States federal income tax purposes.
2. The
information in the Prospectus included in the Registration Statement under the
heading “U.S. Federal Income Tax Consequences,” while not purporting to be a
complete discussion of all of the U.S. federal income tax consequences of an
investment in Units, constitutes a fair and accurate summary, subject to the
qualifications and limitations contained therein, of the U.S. federal income tax
consequences of an investment in the Units by the investors to whom it is
addressed.
Other
than as expressly stated above, we express no opinion on any issue relating to
the Trust or any investment therein. This opinion speaks as of the
date hereof and we assume no obligation to update this opinion as of any future
date. This opinion shall not be used for any purpose without our
written consent. We hereby consent to the filing of this opinion as
an exhibit to the Registration Statement and to the use of the name of our firm
therein under the caption “U.S. Federal Income Tax Consequences” in the
Registration Statement.