Attached files
EXHIBIT 5.2
SIDLEY AUSTIN llp 787 SEVENTH AVENUE NEW YORK, NY 10019 (212) 839 5300 (212) 839 5599 FAX |
BEIJING BRUSSELS CHICAGO DALLAS FRANKFURT GENEVA HONG KONG LONDON |
LOS ANGELES NEW YORK SAN FRANCISCO SHANGHAI SINGAPORE SYDNEY TOKYO WASHINGTON, D.C. |
|||||
FOUNDED 1866 |
December 18, 2009
Campbell & Company, Inc.
General Partner of Campbell Classic Trend Fund, L.P.
2850 Quarry Lake Drive
Baltimore, Maryland 21209
General Partner of Campbell Classic Trend Fund, L.P.
2850 Quarry Lake Drive
Baltimore, Maryland 21209
Re: Campbell Classic Trend Fund, L.P.
Units of Limited Partnership Interest (the Units)
Units of Limited Partnership Interest (the Units)
Dear Sir or Madam:
We refer to the Registration Statement on Form S-1 filed by Campbell Classic Trend Fund, L.P.
(the Partnership) with the Securities and Exchange Commission under the Securities Act of 1933
(the Securities Act), on or about December 18, 2009 (the Registration Statement), relating to
the registration of Units of the Partnership as set forth on the cover page of the prospectus
included therein.
We are familiar with the proceedings to date with respect to the proposed issuance and sale of the
Units and have examined such records, documents and questions of law, and satisfied ourselves as to
such matters of fact, as we have considered relevant and necessary as a basis of this opinion.
For purposes of rendering this opinion, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted to us as originals,
the conformity to originals of all documents submitted to us as certified or photostatic copies,
and the authenticity of the original of copies.
Based on the foregoing, we are of the opinion that:
1. The Partnership has been duly formed and is validly existing in good standing as a limited
partnership under the Delaware Revised Uniform Limited Partnership Act (the Act).
Campbell & Company, Inc.
December 18, 2009
Page 2
December 18, 2009
Page 2
2. The General Partner has taken all corporate action required to be taken by it to authorize the
issuance and sale of Units to the Subscribers (as defined below) and to authorize the admission to
the Partnership of the limited partners of the Partnership.
3. Assuming (i) the due authorization, execution and delivery to the General Partner of the
Subscription Agreement by each subscriber for Units (the Subscribers), (ii) the due acceptance by
the General Partner of the admission of the Subscribers as limited partners of the Partnership to
the Partnership, (iii) the payment by each Subscriber to the Partnership of the full consideration
due from it for the Units subscribed to by it, (iv) the due authorization, execution and delivery
by all parties thereto, including the Subscribers as limited partners of the Partnership, of the
Limited Partnership Agreement, (v) that the books and records of the Partnership set forth all
information required by the Limited Partnership Agreement and the Act, including all information
with respect to all persons and entities to be admitted as partners and their contributions to the
Partnership, (vi) that the Subscribers, as limited partners of the Partnership, do not participate
in the control of the business of the Partnership, and (vii) that the Units are offered and sold as
described in the Registration Statement and the Limited Partnership Agreement, the Units to be
issued to the Subscribers will represent valid limited partner interests in the Partnership and,
subject to the qualifications set forth herein, will be fully paid and nonassessable limited
partner interests in the Partnership, as to which the Subscribers as limited partners of the
Partnership will have no liability in excess of their obligations to make contributions to the
Partnership, their obligations to make other payments provided for in the Limited Partnership
Agreement and their share of the Partnerships assets and undistributed profits (subject to the
obligation of a Limited Partner to repay any funds wrongfully distributed to it).
We express no opinion as to the application of the securities or blue sky laws of the various
states (including the state of Delaware) to the sale of the Units.
We are members of the Bar of the State of New York and do not opine with respect to the laws of any
jurisdiction other than the State of New York, and the General Corporation Law of the State of
Delaware.
We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and all
references to our firm included in or made a part of the Registration Statement.
Very truly yours,
/s/ Sidley Austin LLP