Attached files

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S-1 - BROMWELL FINANCIAL FUND LPbromwells1101211.txt
EX-1 - BROMWELL FINANCIAL FUND LPbromwells1101211ex1.txt
EX-5 - BROMWELL FINANCIAL FUND LPbromwells1101211ex5.txt
EX-23 - BROMWELL FINANCIAL FUND LPbromwells1101211ex232.txt
EX-23 - BROMWELL FINANCIAL FUND LPbromwells1101211ex231.txt

                           THE SCOTT LAW FIRM, LTD.
                            470 Broadway, Suite 160
                              Bayonne, NJ  07002
                                (201) 800-4606
                             wscott@wscottlaw.com

                                                     October 12, 2011

To:  The Board Of Directors
Belmont Capital Management, Inc.
5914 N. 300 West
Fremont, IN  46737

Dear Board of Directors,

We have acted as your counsel in connection with the preparation and filing
with the U. S. Securities and Exchange Commission, a Registration Statement on
Form S-1, which includes the prospectus (the "Prospectus") that will be used
to offer units of limited partnership interest (the "Units") of Bromwell
Financial Fund, LP, a Delaware limited partnership, (the "Registrant").

We have reviewed such data, documents, questions of law and fact and other
matters as we have deemed pertinent for the purpose of this opinion.  Based
upon the foregoing, we hereby confirm our opinion set forth under the caption
"Federal Income Tax Aspects-Tax Opinion," "Summary-Federal Income Tax
Aspects," "Risk Factors- Resignation of general partner may cause suspension
of trading or taxation as a corporation," and "Risk Factors-You may be subject
to back taxes and penalties."  We also confirm that the Prospectus accurately
summarizes all material aspects of the Federal income tax treatment to a
United States individual taxpayer, as of the date hereof, of an investment in
the Registrant.

As you instructed, this opinion extends to United States Tax law only and we
have not conducted an analysis or opine on any state tax law that may be
applicable to the offering or to the General Partner of any investor in the
Registrant.

This opinion does not extend to or opine upon the legality of the sale of
Units of the Registrant pursuant to Federal or state securities laws
applicable to the offer and sale of securities.

We hereby consent to the filing of this opinion as an Exhibit to the Form S-1
Registration Statement to be filed by the General Partner on behalf of
Bromwell Financial Fund, LP with the U. S. Securities and Exchange Commission
and the states to be selected by the General Partner where the Units will be
offered for sale and to all references to our tax opinion referred to in the
Forms S-1 for the Registrant attributed to our firm.

Very truly yours,

/s/ William S. Scott
William S. Scott
For The Firm

WSS:lf