Attached files
| file | filename |
|---|---|
| EX-23.2 - CONSENTS OF EXPERTS AND COUNSEL - Teucrium Commodity Trust | exhibit232.htm |
| EX-5.1 - OPINION ON LEGALITY - Teucrium Commodity Trust | ex5-1soyb.htm |
| EX-3.1 - ARTICLES OF INCORPORATION / BYLAWS - Teucrium Commodity Trust | ex3-1.htm |
| S-1/A - PRIMARY DOCUMENT - Teucrium Commodity Trust | soyb_32118125pm.htm |
April
20, 2018
|
Teucrium
Commodity Trustc/o Teucrium Trading, LLC
115
Christina Landing Drive, Unit 2004
Wilmington,
Delaware 19801
|
Re:
Teucrium Soybean
Fund
Registration Statement on Form
S-1
Ladies
and Gentlemen:
We have
acted as counsel to Teucrium Commodity Trust, a Delaware statutory
trust with multiple series (the “Trust”), in connection
with the preparation and filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, of a
Registration Statement on Form S-1 (the “Registration
Statement”) relating to the offering of common units
representing fractional undivided beneficial interests
(“Shares”) in the series of the Trust designated as
Teucrium Soybean Fund (the “Fund”).
In
rendering this opinion, we have reviewed and relied upon the
Registration Statement as well as certain written representations
made to us by Teucrium Trading, LLC, the sponsor of the Trust (the
“Sponsor”), concerning the organization and operation
of the Trust and the Fund, the nature of the Fund’s annual
gross income and certain other factual matters. We have also
examined such other agreements, documents and records and other
materials as we have deemed necessary in order for us to render the
opinions referred to in this letter. In such review and
examination, we have assumed the genuineness of all signatures, the
legal capacity and authority of the parties who executed such
documents, the authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted
to us as copies and the authenticity of the originals of such
latter documents.
In
addition, in rendering this opinion, we have relied upon and have
assumed, with your permission, the accuracy and completeness of the
statements contained in the Registration Statement, and that the
Fund will operate in the manner discussed in its organizational
documents and the prospectus included in the Registration Statement
(the “Prospectus”). You have not requested that we
undertake, and we have not undertaken, any independent
investigation of the accuracy of the facts, representations and
assumptions set forth or referred to herein. Our opinion relies on,
and is subject to, the facts, representations and assumptions set
forth or referenced herein being accurate. Any inaccuracy or
subsequent change in such facts, representations or assumptions
could adversely affect our opinion.
Based
upon and subject to the foregoing, we confirm that the discussion
in the Prospectus under the heading “U.S. Federal Income Tax
Considerations,” to the extent it consists of statements of
U.S. federal income tax law and legal conclusions with respect
thereto, and subject to the limitations and qualifications set
forth therein, constitutes our opinion as to the material U.S.
federal income tax consequences that will apply under currently
applicable law to the purchase, ownership and disposition of the
Shares.
Our
opinion is limited to the specific U.S. federal income tax issues
set forth above. We do not express any opinion as to any other
federal tax issues, or any state, local or foreign tax law issues.
Although the discussion herein is based upon our best
interpretation of existing sources of law and expresses what we
believe a court would properly conclude if presented with these
issues, no assurance can be given that such interpretations would
be followed if they were to become the subject of judicial or
administrative proceedings.
The
opinion expressed in this letter is based on the Code, the Income
Tax Regulations promulgated by the Treasury Department thereunder
and judicial authority reported as of the date hereof. We have also
considered the positions of the Internal Revenue Service (the
“Service”) reflected in published and private rulings.
There can be no assurances that future legislative or
administrative changes, court decisions or Service interpretations
will not significantly modify the statements or opinions expressed
herein. We do not undertake to make any continuing analysis of the
facts or relevant law following the date of this letter or to
notify you of any changes to such facts or law.
This
opinion is furnished to the Fund solely for its benefit in
connection with the filing of the Registration Statement and is not
to be relied upon, quoted, circulated, published or otherwise
referred to for any other purpose, in whole or in part, without our
express prior written consent. This opinion may be disclosed to the
holders of Shares and they may rely on it, it being understood that
we are not establishing any attorney-client relationship with any
holder of Shares. This letter is not to be relied upon for the
benefit of any other person.
We
hereby consent to the filing of this letter with the Securities and
Exchange Commission as an exhibit to the Registration Statement and
to the references to this letter and to us under the heading
“U.S. Federal Income Tax Considerations” in the
Prospectus. In giving such consent, we do not thereby admit that we
are within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended.
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Very
truly yours,
/s/
Vedder Price P.C.
VEDDER
PRICE P.C.
|
|
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Vedder
Price P.C. is affiliated with Vedder Price LLP, which operates in
England and Wales, Vedder Price (CA), LLP, which operates in
California, and Vedder Price Pte. Ltd., which operates in
Singapore.
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