Attached files
file | filename |
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S-1/A - FORM S-1/A - SQN Alternative Investment Fund III, L.P. | y03348asv1za.htm |
EX-23.1 - EX-23.1 - SQN Alternative Investment Fund III, L.P. | y03348aexv23w1.htm |
EX-23.2 - EX-23.2 - SQN Alternative Investment Fund III, L.P. | y03348aexv23w2.htm |
Exhibit 8.1
May 28,
2010
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
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
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 |
ATLANTA | CHICAGO | HONG KONG | LONDON | NEW YORK | NEWARK | NORFOLK | ORANGE COUNTY | PORTLAND |
RALEIGH | RICHMOND | SAN DIEGO | SHANGHAI | TYSONS CORNER | VIRGINIA BEACH | WASHINGTON, DC |
May 28, 2010
Page 2
| 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.
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.
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, | ||
/s/ Troutman Sanders LLP | ||
Troutman Sanders LLP |