Attached files
| file | filename |
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| S-1 - CAMPBELL ALTERNATIVE ASSET TRUST | v188860_s-1.htm |
| EX-8.01 - CAMPBELL ALTERNATIVE ASSET TRUST | v188860_ex8-01.htm |
| EX-23.04 - CAMPBELL ALTERNATIVE ASSET TRUST | v188860_ex23-04.htm |
| EX-23.02 - CAMPBELL ALTERNATIVE ASSET TRUST | v188860_ex23-02.htm |
| EX-5.01(A) - CAMPBELL ALTERNATIVE ASSET TRUST | v188860_ex5-01a.htm |
EXHIBIT
5.01(b)
OPINION
OF RICHARDS, LAYTON & FINGER
June
25, 2010
Campbell
Alternative Asset Trust
2850
Quarry Lake Drive
Baltimore,
Maryland 21209
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Re:
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Campbell Alternative
Asset Trust
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Ladies
and Gentlemen:
We have
acted as special Delaware counsel for Campbell Alternative Asset Trust, a
Delaware statutory trust (the "Trust"), in connection with the matters set forth
herein. At your request, this opinion is being furnished to
you.
For
purposes of giving 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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(a)
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The
Certificate of Trust of the Trust, dated May 1, 2000, as filed in the
office of the Secretary of State of the State of Delaware (the "Secretary
of State") on May 3, 2000, as amended by the Certificate of Amendment to
Certificate of Trust of the Trust, dated October 16, 2000, as filed in the
office of the Secretary of State on October 16, 2000, and as further
amended by the Certificate of Amendment to the Certificate of Trust
of the Trust, as filed in the office of the Secretary of State
on May 25, 2007 (collectively, the “Certificate of
Trust”);
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(b)
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The
Declaration and Agreement of Trust of the Trust, dated as of May 1, 2000,
by and between Campbell & Company, Inc., a Maryland corporation, as
managing owner (the "Managing Owner"), and the trustee named
therein;
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(c)
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The Registration
Statement (the "Registration Statement") on Form S-1, to be filed by the
Trust with the Securities and Exchange Commission on or about June 25,
2010, relating to the issuance of Units of Beneficial
Interest;
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(d)
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The
Fourth Amended and Restated Declaration of Trust and Trust Agreement of
the Trust, dated as of May 21, 2010 (the "Agreement"), among the Managing
Owner, the trustee named therein and each other party who becomes a party
as an owner of a unit of beneficial interest of the
Trust;
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(e)
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A
form of Subscription Agreement and Power of Attorney, including a
Subscription Agreement and Power of Attorney Signature Page of the Trust
(the "Subscription Agreement"), attached to the Registration Statement as
Exhibit "D"; and
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(f)
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A
Certificate of Good Standing for the Trust, dated, June 25, 2010,
obtained from the Secretary of
State.
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Initially
capitalized terms used herein and not otherwise defined are used as defined in
the Agreement.
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
opinions stated herein. We have conducted no independent factual
investigation of our own, but rather have relied solely upon the foregoing
documents, the statements and information set forth therein and the 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 documents examined by us, we have assumed that (i) all signatures
on documents examined by us are genuine, (ii) all documents submitted to us as
originals are authentic, and (iii) all documents submitted to us as copies
conform with the original copies of those documents.
For
purposes of this opinion, we have assumed (i) that after the issuance and sale
of units of beneficial interest of the Trust (the "Units") under the
Registration Statement and the Agreement, the dollar amount of the Units issued
by the Trust will equal or exceed the minimum, and the dollar amount of the
Units issued and reserved for issuance by the Trust will not exceed the maximum,
dollar amount of the Units which may be issued by the Trust under the
Registration Statement and the Agreement, (ii) that the Agreement constitutes
the entire agreement among the 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 Trust 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
(iii) a Subscription Agreement will be duly authorized, executed and delivered
by each Unitholder and delivered to the Managing Owner in accordance with the
terms of the Agreement and the Registration Statement, (iv) the Managing Owner
will duly accept each Subscription Agreement and duly accept the admission of
the Unitholders as beneficial owners of the Trust to the Trust in accordance
with the terms of the Agreement and the Registration Statement, (v) each
Unitholder will pay to the Trust the full consideration due from it for the
Units subscribed to by it, (vi) the books and records of the Trust set forth all
information required by the Agreement and the Act (as defined below), including
all information with respect to all persons and entities to be admitted as
Unitholders and their contributions to the Trust, (vii) the Units are offered
and sold as described in the Registration Statement and the Agreement (viii) the
due organization and formation, as the case may be, and valid existence in good
standing of each party (other than the Trust) to the documents examined by us
under the laws governing its organization or formation, (ix) the legal capacity
of natural persons who are signatories to the documents examined by us, (x) that
each of the parties to the documents (other than the Trust) examined by us has
the power and authority to execute and deliver, and to perform its obligations
under, such documents, (xi) the due authorization, execution and delivery by all
parties thereto of all documents (other than the Trust) examined by us and (xii)
that any amendment or restatement of any document reviewed by us has been
accomplished in accordance with, and was permitted by, the relevant provisions
of said document prior to such amendment or restatement.. Insofar as
the opinions expressed herein relate to the Units and persons and entities to be
admitted to the Trust as beneficial owners of the Trust 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. We have not participated in the preparation
of the Registration Statement and assume no responsibility for its
contents.
This
opinion is limited to the laws of the State of Delaware (excluding the
securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal laws
and rules and regulations relating thereto. Our opinions are rendered
only with respect to Delaware laws and rules, regulations and orders thereunder
which are currently in effect.
Based
upon the foregoing, and upon our examination of such questions of law and
statutes of the State of Delaware 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
Trust has been duly created and is validly existing in good standing as a
statutory trust under the Delaware Statutory Trust Act (12 Del.C. § 3801, et seq.) (the
"Act").
2. 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 Trust, as to which the Unitholders, as beneficial owners of the
Trust, will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit under the General Corporation
Law of the State of Delaware, subject to the obligation of a Unitholder to make
contributions required to be made by it to the Trust, to make other payments
provided for in the Agreement and to repay any funds wrongfully distributed to
it from the Trust.
We
understand that Sidley Austin LLP will rely as to matters of Delaware law upon
this opinion in connection with an opinion to be submitted by them to the Trust
and filed with the Securities and Exchange Commission as an exhibit to the
Registration Statement in connection with the filing by the Trust of the
Registration Statement under the Securities Act of 1933, as
amended. In connection with such opinion, we hereby consent to Sidley
Austin LLP relying as to matters of Delaware law upon this
opinion. This opinion is rendered solely for your benefit in
connection with the foregoing. We hereby consent to the use of this
opinion as an exhibit to the Registration Statement and to the use of our name
under the heading "Legal Matters" in the Prospectus. In giving the
foregoing consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act of 1933
or the rules and regulations of the Securities and Exchange Commission
thereunder. Except as stated above, without our prior consent, this
opinion may not be furnished or quoted to, or relied upon by, any other person
or entity for any purpose.
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Very
truly yours,
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/s/
Richards, Layton & Finger,
P.A.
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