Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - SQN AIF IV, L.P. | Financial_Report.xls |
| S-1/A - S-1/A - SQN AIF IV, L.P. | d29970.htm |
| EX-8.1 - EX-8.1 - SQN AIF IV, L.P. | d29970_ex8-1.htm |
| EX-23.2 - EX-23.2 - SQN AIF IV, L.P. | d29970_ex23-2.htm |
| EX-23.1 - EX-23.1 - SQN AIF IV, L.P. | d29970_ex23-1.htm |
Exhibit 5.1
|
TROUTMAN SANDERS LLP Attorneys at Law 5 Park Plaza, Suite 1400 Irvine, CA 92614-2545 949.622.2700 telephone troutmansanders.com |
December 5, 2012
SQN AIF IV, L.P.
c/o SQN AIF IV GP, LLC
110 William Street, 26th Floor
New York, New York 10038
c/o SQN AIF IV GP, LLC
110 William Street, 26th Floor
New York, New York 10038
Re: Registration Statement on Form
S-1
Gentlemen:
We have acted as counsel to SQN AIF IV,
L.P., a Delaware limited partnership (the “Partnership”), in connection with the registration of up to 200,000 limited partnership units (the
“Units”) covered by a Registration Statement on Form S-1 (File No. 333-184550, including all amendments thereto, are collectively referred to
as the “Registration Statement”), filed by the Partnership with the Securities and Exchange Commission (the “SEC”) under the
Securities Act of 1933, as amended (the “1933 Act”). This opinion letter is being furnished to you at your request to enable you to fulfill
the requirements of Item 601(b)(5) of Regulation S-K in connection with the Registration Statement.
In connection with this opinion, we
have examined originals, or copies certified or otherwise identified to our satisfaction, of such instruments, certificates, records and documents, and
have reviewed such questions of law, as we have deemed necessary or appropriate for purposes of this opinion, including, without limitation, the
Registration Statement and the related form of prospectus included therein (including, without limitation, the form of Amended and Restated Agreement
of Limited Partnership of the Partnership attached to such prospectus as Appendix A (the “Partnership Agreement”) and the form of
Subscription Agreement attached to such prospectus as Appendix C (the “Subscription Agreement”)) as filed with the SEC. In such examination,
we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the original
documents of all documents submitted as copies and the authenticity of the originals of such latter documents. As to any facts material to our opinion,
we have relied upon the aforesaid instruments, certificates, records and documents and inquiries of your representatives.
Based upon the foregoing examination,
we are of the opinion that the Units, when issued and sold in accordance with the Partnership Agreement, the Subscription Agreement and the
Registration Statement, at the time it becomes effective with the Commission, will be validly issued, fully paid and nonassessable.
This opinion letter is based as to
matters of law solely upon the Delaware Revised Uniform Limited Partnership Act, 6 Del. Code Section 17-101, et seq., and we express no opinion herein
as to any other laws, statutes, regulations or ordinances.
We hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the statements with respect to our name wherever it appears in the Registration Statement.
In giving the foregoing consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the
1933 Act, or the rules and regulations of the SEC thereunder. This opinion may not be relied upon by you for any other purpose, or furnished or quoted
to or relied upon by any other person, firm or entity for any purpose, without our prior written consent.
Very truly yours,
/s/ Troutman Sanders
LLP
TROUTMAN SANDERS LLP