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| S-1/A - AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT - Pebble U.S. Market Fund, LLC | pebble_s1a2-012610.htm |
Exhibit 5.1
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MILLING
BENSON WOODWARD
L.L.P
ATTORNEYS AT LAW | WWW.MILLINGLAW.COM
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Charles
A. Snyder
A
Professional Law Corporation
(504)
569-7230
csnyder@millinglaw.com
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October
8, 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 refer
to the Registration Statement of Form S-1 filed on or about the date hereof by
Pebble U.S. Market Fund, L.L.C. (the AFund
@)
under the Securities Act of 1933 (the “1933 Act”) with the Securities and
Exchange Commission, relating to the registration under the 1933 Act of
$100,000,000 Units of limited liability company interests (the “Units”), as the
same may be amended from time to time (“Registration Statement”). For
purposes of expressing the opinions hereinafter set forth, our examination of
documents has been limited to the examination of executed or conformed
counterparts, or copies otherwise proved to our satisfaction, of the
following:
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1.
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The
Articles of Organization of the Fund, dated August 6, 2009 (the “Articles
of Organization”), as filed with the Secretary of State of the State of
Louisiana;
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2.
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The
Operating Agreement of the Fund (the “Agreement), attached to the
Registration Statement as Exhibit
A;
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3.
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The
Registration Statement, dated as of October 8, 2009, and all exhibits
attached thereto.
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Initially
capitalized terms used herein and not otherwise defined are used as defined in
the Registration Statement.
For purposes of this opinion, we have
not reviewed any documents other than the documents listed above, and we have
assumed that there exists no provision in any document not listed above that
bears upon or is inconsistent with the opinion stated herein. We have
conducted no independent factual investigation of our own, but rather have
relied solely upon the aforementioned documents, the statements and information
set forth therein and additional matters recited or assumed herein, all of which
we have assumed to be true, complete and accurate in all material
respects. With respect to all of the documents examined, we have
assumed that (i) all signatures of parties on the documents are genuine (other
than the Fund), and (ii) all documents submitted as copies conform to the
original copies of those documents. For purposes of this opinion, we
have assumed (i) the due authorization, execution and delivery by all parties
thereto of all documents, (ii) that the Agreement constitutes the entire
agreement amongst all parties thereto with respect to the subject matter
thereof, including with respect to the admission of beneficial owners to, and
the creation, operation and termination of, the Fund and that the Agreement and
the Certificate are in full force and effect, have not been amended and no
amendment of the Agreement or the Certificate is pending or has been proposed,
and (iii) except for the due creation and valid existence in good standing of
the Fund as a limited liability company under the Louisiana Limited Liability
Company Act (LA R.S. 12:1301, et seq.) (the "Act"), the due creation,
organization or formation, as the case may be, and valid existence in good
standing of each party to the documents examined by us under the laws of the
jurisdiction governing its creation, organization or formation and the capacity
of persons and entities who are parties to the documents examined by us. Insofar
as the opinions expressed herein relate to the Units and persons and entities to
be admitted to the Fund as beneficial owners of the Fund in connection with the
Registration Statement (the "Unitholders"), the opinions expressed herein relate
solely to the Unitholders and the Units to be issued in connection with the
Registration Statement.
Based upon the foregoing, and upon our
examination of such questions of law and statutes as we have considered
necessary or appropriate, and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion
that:
1. The Fund has been duly created and
is validly existing in good standing as a limited liability company under the
Act.
2. Assuming (i) the due authorization,
execution and delivery to the Manager of a Subscription Agreement by each
Unitholder, (ii) the due acceptance by the Manager of each
Subscription Agreement and the due acceptance by the Manager of the admission of
the Unitholders as beneficial owners of the Fund to the Fund, (iii) the payment
by each Unitholder to the Fund of the full consideration due from him for the
Units subscribed to by him, (iv) that the books and records of the Fund set
forth all information required by the Agreement and the Act, including all
information with respect to all persons and entities to be admitted as
Unitholders and their contributions to the Fund, and (v) that the Units are
offered and sold as described in the Registration Statement and the Agreement,
the Units to be issued to the Unitholders will be validly issued and, subject to
the qualifications set forth herein, will be fully paid and nonassessable
beneficial interests in the Fund, as to which the Unitholders, as beneficial
owners of the Fund, will be entitled to the limitation of personal liability
extended to members of limited liability companies, generally, subject to the
obligation of a Unitholder to make their initial contribution to the Fund, to
make other payments provided for in the Agreement and to repay any funds
received by him from the Fund in contravention of Louisiana law pertaining to
limited liability companies.
We are admitted to practice law in the
State of Louisiana, and we render this opinion only with respect to, and we
express no opinion as to, the application of the securities or blue sky laws of
any jurisdiction to the sale of the Units, other than the existing
laws of the United States and the State of Louisiana. This opinion speaks as of
the date hereof, and we assume no obligation to update this opinion as of any
future date. We hereby consent to the filing of this opinion as an Exhibit to
the Registration Statement and to all references to our firm included in or made
a part of the Registration Statement. This opinion shall not be used by any
other person for any purpose without our written consent.
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Sincerely,
MILLING
BENSON WOODWARD LLP
By: /s/ Charles A.
Snyder
Charles
A. Snyder
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