Attached files
| file | filename |
|---|---|
| S-1 - PEBBLE US MARKET S-1 - Pebble U.S. Market Fund, LLC | pebble_s1.htm |
| EX-1.01 - FORM OF SOLICITING ADVISOR AGR - Pebble U.S. Market Fund, LLC | pebble_s1-ex0101.htm |
| EX-23.02 - CONSENT - Pebble U.S. Market Fund, LLC | pebble_s1-ex2302.htm |
| EX-5.01 - OPINION - Pebble U.S. Market Fund, LLC | pebble_s1-ex0501.htm |
| EX-3.02 - CERTIFICATE AND ARTICLES OF ORGANIZATION - Pebble U.S. Market Fund, LLC | pebble_s1-ex0302.htm |
| EX-10.01 - FORM OF CUSTOMER AGREEMENT - Pebble U.S. Market Fund, LLC | pebble_s1-ex1001.htm |
Exhibit 8.01
|
MILLING
BENSON WOODWARD
L.L.P.
ATTORNEYS
AT LAW | WWW.MILLINGLAW.COM
|
Hilton
S. Bell
A
Professional Law Corporation
Board
Certified Tax Specialist
(504)
569-7290
hbell@millinglawcorn
|
October
20, 2009
Pebble
U.S. Market Fund, L.L.C.
3500 N.
Causeway Blvd., Suite 160
Metairie,
Louisiana 70002
$100,000,000
SERIES
A UNITS OF
PEBBLE
U.S. MARKET FUND, L.L.C.
Ladies
and Gentlemen:
We have
acted as legal counsel to Pebble U.S. Market Fund, L.L.C., a Louisiana limited
liability company (the "Company"), in connection with its offering of Series A
Units. As such, we have participated in the preparation and filing with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
a Registration Statement on Form S-1 dated October 19, 2009, relating to
that offering (the "Registration Statement").
You have
requested our opinion as to matters of federal tax law that are described in the
Registration Statement. We are assuming that the offering will be consummated
and that the operations of the limited liability company will be conducted in a
manner consistent with that described in the Registration Statement. We have
examined the Registration Statement, the Articles of Organization, the Form of
Operating Agreement attached as Exhibit A to the Registration Statement, and
such other documents as we have deemed necessary to render the opinion expressed
below.
Based on
the foregoing, all statements as to matter of law and legal conclusions
contained in the Registration Statement under the heading "Federal Income Tax
Aspects" constitute our opinion unless otherwise noted. That section of the
Registration Statement is a general description of the principal federal income
tax consequences that are expected to arise from the ownership and disposition
of units, insofar as it relates to matters of law and legal conclusions, which
addresses material federal income tax consequences to prospective unitholders
relating to the ownership and disposition of the units.
Our
opinion extends only to matters of law and does not extend to matters of fact.
With limited exceptions, the discussion relates only to individual citizens and
residents of the United States
and has limited applicability to corporations, trusts, estates, or nonresident
aliens.
1
MILLING
BENSON WOODWARD L.L.P.
October
20, 2009
Page
2
An
opinion of legal counsel represents an expression of legal counsel's
professional judgment regarding the subject matter of the opinion. It is neither
a guarantee of the indicated result nor an undertaking to defend the indicated
result should it be challenged by the Internal Revenue Service. This opinion is
in no way biding on the Internal Revenue Service or on any court of
law.
We
consent to the filing of this opinion as an exhibit to the Registration Statement and to
the reference to our firm in the Registration Statement.
|
Very
truly yours,
Milling
Benson Woodward L.L.P.
By:
/s/ Hilton S. Bell
Hilton
S. Bell
|
2