Attached files

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S-1/A - REGISTRATION STATEMENT - AccuShares Trust Ie66218s1a.htm
EX-4.1(C) - AMENDMENT TO THE TRUST AGREEMENT - AccuShares Trust Ie66218ex4-1c.htm

Exhibit 5.1

KS-LLP-logofrompdf_withoutbox_withbottomborder.png

250 West 55th Street

New York, NY 10019-9710

+1 212 836 8000 main

+1 212 836 8689 fax

 

September 29, 2015

 

AccuShares Investment Management, LLC

as Sponsor to AccuShares Trust I

300 First Stamford Place – 4th Floor East

Stamford, Connecticut 06902

Attention: Jack Fonss

 

RE: AccuShares Trust I with respect to AccuShares S&P GSCI Crude Oil Excess Return Fund (the “Crude Oil Excess Return Fund”)

 

Ladies and Gentlemen:

We have acted as counsel for AccuShares Investment Management, LLC (the “Sponsor”), in its capacity as the sponsor of AccuShares Trust I (formerly known as “AccuShares Commodities Trust I”), a Delaware statutory trust (the “Trust”), in connection with the Trust’s filing on September 29, 2015, with the Securities and Exchange Commission (the “Commission”) of Pre-Effective Amendment No. 1 to its Registration Statement on Form S-1 (the “Registration Statement”), including the prospectus included in Part I of the Registration Statement (the “Prospectus”), under the Securities Act of 1933, as amended (the “1933 Act”). The Registration Statement relates to the proposed registration, issuance and sale by the Trust for the Crude Oil Excess Return Fund of up to a maximum aggregate offering price of $200,000,000 in Crude Oil Excess Return Fund Up class shares and up to a maximum aggregate offering price of $200,000,000 in Crude Oil Excess Return Fund Down class shares (the “Crude Oil Excess Return Fund Shares” or the “Shares”).

 

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such instruments, documents and records as we have deemed relevant and necessary to examine for the purpose of this opinion, including (a) the Registration Statement, (b) the Trust’s Second Amended and Restated Trust Agreement dated as of June 16, 2014 between the Sponsor, as sponsor, and Wilmington Trust, N.A., as trustee (the “Trust Agreement”), and (c) such other instruments, documents, statements and records of the Trust and others and other such statutes as we have deemed relevant and necessary to examine and rely upon for the purpose of this opinion.

 

 

 
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In connection with this opinion, we have assumed the legal capacity of all natural persons, the accuracy and completeness of all documents and records that we have reviewed, the genuineness of all signatures, the authenticity of the documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed or reproduced copies.

 

We have, when relevant facts material to our opinion were not independently established by us, relied, to the extent we deemed such reliance proper, upon written or oral statements of officers or other representatives of the Sponsor. We have not made or undertaken to make any independent investigation to establish or verify the accuracy or completeness of such factual representations, certifications and other information.

 

Based upon the foregoing and subject to the qualifications set forth in this letter, we are of the opinion that the Shares of the Fund, when issued in accordance with the Trust Agreement, including receipt by the Fund of the consideration required for the issuance of the Fund’s Shares, will be duly and legally issued and will be fully paid and non-assessable.

 

This opinion is given as of the date hereof and we assume no obligation to advise you of changes that may hereafter be brought to our attention. This opinion is limited to the Delaware statutory trust laws governing matters such as the authorization, issuance and non-assessability of the Shares and the applicable provisions of the Delaware constitution, and we do not express any opinion concerning any other laws.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name where it may appear in the Registration Statement and the Prospectus. In giving such consent, however, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act, as amended, and the rules and regulations thereunder.

 

 

Very truly yours,


/s/ Kaye Scholer LLP
KAYE SCHOLER LLP