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S-1/A - FORM S-1/A - SQN Alternative Investment Fund III, L.P. | y03348a4sv1za.htm |
TROUTMAN SANDERS LLP | ||||
Attorneys at Law | ||||
The Chrysler Building | ||||
405 Lexington Avenue | ||||
New York, New York 10174-0700 | ||||
212.704.6000 telephone | ||||
troutmansanders.com |
March 16, 2011
SQN Alternative Investment Fund III, L.P.
c/o SQN AIF III GP, LLC, its General Partner
120 Wall Street, 18th Floor
New York, New York 10005
c/o SQN AIF III GP, LLC, its General Partner
120 Wall Street, 18th Floor
New York, New York 10005
Ladies and Gentlemen:
We are counsel to SQN Alternative Investment Fund III, L.P., a Delaware limited partnership
(the Fund), in connection with its Registration Statement on Form S-1 (File No. 333-166195 and
all amendments thereto (the Registration Statement), filed by the Fund with the Securities and
Exchange Commission (the SEC) under the Securities Act of 1933, as amended (the Act), with
respect to the offer and sale of up to 50,000 Units representing limited partnership interests in
the Fund (the Interests). We have been asked to provide opinions on certain federal income tax
matters relating to the Fund pursuant to Item 601(b)(8) of Regulation S-K. The capitalized terms
used in this letter and not otherwise defined herein shall have the meaning ascribed to them in the
latest dated Prospectus of the Fund included in the Funds Registration Statement (the
Prospectus).
For purposes of this opinion letter, we have examined and relied upon the following documents:
1. A copy of the Prospectus;
2. A copy of the Registration Statement;
3. The Certificate of Limited Partnership of the Fund, filed with the Secretary of State of
the State of Delaware on March 10, 2010 as certified by SQN AIF III GP, LLC, the General Partner of
the Fund (the General Partner), on the date hereof as being true, correct and complete, and in
full force and effect;
4. A copy of the Limited Partnership Agreement of the Fund, as amended through the date
hereof, as certified by the General Partner of the Fund on the date hereof as being true, correct
and complete, and in full force and effect;
5. The Representation Letter dated as of even date herewith, delivered to us by the General
Partner on behalf of the Fund; and
ATLANTA CHICAGO HONG KONG LONDON NEW YORK NEWARK NORFOLK ORANGE COUNTY PORTLAND
RALEIGH RICHMOND SAN DIEGO SHANGHAI TYSONS CORNER VIRGINIA BEACH WASHINGTON, DC
RALEIGH RICHMOND SAN DIEGO SHANGHAI TYSONS CORNER VIRGINIA BEACH WASHINGTON, DC
March 16, 2011
Page 2
Page 2
6. Such other additional instruments and documents, representations of the Fund and of certain
other persons, and such matters of law, all as we have deemed necessary or appropriate for purposes
of this opinion.
In our examination, we have assumed the authenticity of original documents, the accuracy of
copies, the genuineness of signatures and the capacity of each person executing a document to so
act. For purposes of the opinions contained herein, we have assumed, with your consent, the
following:
| that the documents shown to us are true, correct and complete and we have been shown all modifications to such documents; | ||
| that the documents shown to us as certified or photocopies of original documents conform to the original documents; | ||
| that the documents listed above that have been reviewed in proposed or draft form will be executed in substantially the same form as the documents that we have reviewed; and | ||
| that all of the representations, factual assumptions and statements set forth in the documents listed above, including, without limitation, the representations, factual assumptions and statements of the Fund set forth in the section of the Prospectus (and all amendments thereto) entitled Material U.S. Federal Income Tax Consequences are true and correct, and that all obligations imposed by any such documents on the parties thereto, and all obligations described in the Prospectus, as amended, that are assumed, represented or intended to be effected by the Fund in such documents to maintain its classification as a partnership for federal income tax purposes, have been and will be performed or satisfied in accordance with their terms. |
Our opinions are based upon the facts described in the Prospectus (and all amendments thereto)
and upon facts as they have been represented to us or determined by us as of this date. Any
inaccuracies in or alterations of such facts may adversely affect our opinions. For purposes of
our opinions, we have relied upon the representations made by the officers and directors of the
General Partner of the Fund as set forth in the Prospectus (and all amendments thereto) and
elsewhere, including the Representation Letter, and we have not made an independent investigation
of the facts or representations set forth in such documents. Further, our opinions are based upon
the Internal Revenue Code of 1986, as amended (the Code), applicable Treasury Regulations
promulgated or proposed under the Code, administrative pronouncements of the Internal Revenue
Service (the Service), and judicial decisions, all as in effect as of the date hereof.
March 16, 2011
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Accordingly, we are of the opinion that:
1. The Fund will be classified as a partnership and not as an association taxable as a
corporation for federal income tax purposes, and the Fund will not be a publicly traded
partnership within the meaning of Section 7704 of the Code.
2. The statements in the Prospectus set forth under the caption Material U.S. Federal Income
Tax Consequences, to the extent such statements constitute matters of federal income tax law, or
legal conclusions with respect thereto, have been reviewed by us and are correct in all material
respects (the opinions attributed to us in the Prospectus set forth under the caption Material
U.S. Federal Income Tax Consequences are our opinions, subject to the qualifications, assumptions
and limitations set forth in the Prospectus and this opinion).
Please note that the Prospectus further states that the Funds classification and taxation as
a partnership will depend upon its ability (based on its actual operations) to meet the
requirements set forth to be classified as a partnership and not as a publicly traded partnership.
Troutman Sanders LLP will not review compliance with such requirements on a continuing basis or
issue any opinions in the future, unless expressly requested to do so.
The foregoing opinions are limited to the United States federal income tax matters addressed
herein, and no other opinions are rendered with respect to other federal tax matters or to any
issues arising under the tax laws of any other country, or any state or locality. We undertake no
obligation to update the opinions expressed herein after the date of this letter. This opinion
letter is solely for the information and use of the addressee and the holders of the Interests
pursuant to the Prospectus, and it speaks only as of the date hereof. Except as provided in the
next paragraph, this opinion letter may not be distributed, relied upon for any purpose by any
other person, quoted in whole or in part or otherwise reproduced in any document, or filed with any
governmental agency without our express written consent.
We hereby consent to the filing of this opinion with the SEC as an exhibit to the Registration
Statement and the references to our firm in the Prospectus. In giving this consent, we do not
admit that we are in the category of persons whose consent is required by Section 7 of the Act or
under the rules and regulations promulgated thereunder by the SEC.
Very truly yours, |
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/s/ Troutman Sanders LLP | ||||