Attached files
| file | filename |
|---|---|
| S-1/A - PRIMARY DOCUMENT - Teucrium Commodity Trust | corn_s-1.htm |
| EX-23.2 - CONSENTS OF EXPERTS AND COUNSEL - Teucrium Commodity Trust | exhibit232.htm |
| EX-8.1 - OPINION ON TAX MATTERS - Teucrium Commodity Trust | exhibit81.htm |
EXHIBIT 5.1
September
29, 2020
|
Teucrium
Trading, LLC
as
Sponsor to Teucrium Commodity Trust
Three
Main Street, Suite 215
Burlington,
VT 05401
|
Re:
Teucrium
Commodity Trust, and
Teucrium Corn Fund, a series of the Trust
Ladies
and Gentlemen:
We have
acted as counsel to Teucrium Commodity Trust, a Delaware statutory
trust (the “Trust”), and to Teucrium Trading, LLC, a
Delaware limited liability company (the “Sponsor”) in
its capacity as the sponsor of the Trust, in connection with the
filing with the Securities and Exchange Commission
(“SEC”) of its Registration Statement on Form S-1 (the
“Registration Statement”) relating to the issuance and
sale by the Trust of 28,800,000 common units of fractional
undivided beneficial interest (the “Shares”) in the
Teucrium Corn Fund, a series of the Trust (the “Fund”),
under the Securities Act of 1933, as amended (the “1933
Act”).
You
have requested our opinion as to the matters set forth below in
connection with the filing of the Registration Statement. In
connection with rendering this opinion, we have
examined:
(a)
the Registration
Statement;
(b)
the Certificate of
Trust of the Trust, as filed with the Secretary of State of the
State of Delaware (the “Secretary of State”) on
September 11, 2009;
(c)
the Fifth Amended
and Restated Declaration of Trust and Trust Agreement of the Trust,
dated April 26, 2019, between the Sponsor and Wilmington Trust
Company, a Delaware banking corporation, as trustee of the
Trust;
(d)
the Certificate of
Formation of the Sponsor, as filed with the Secretary of State on
July 28, 2009;
(e)
the Amended and
Restated Limited Liability Company Agreement of the Sponsor, dated
October 26, 2009, as amended by the First Amendment to the Amended
and Restated Limited Liability Company Agreement of the Sponsor,
dated September 30, 2011, Second Amendment to the Amended and
Restated Limited Liability Company Agreement of the Sponsor, dated
May 24, 2012 and Third Amendment to the Amended and Restated
Limited Liability Company Agreement of the Sponsor, dated July 8,
2019;
(f)
the action by the
Executive Committee of the Sponsor acting on behalf of the Trust
relating to the authorization, issuance, offer and sale of the
Shares pursuant to the Registration Statement;
(g)
a form of
Authorized Purchaser Agreement entered into by the Trust, the
Sponsor and each Authorized Purchaser filed as an exhibit to the
Registration Statement;
(h)
a Certificate of
Good Standing for the Trust, dated September 28, 2020, obtained
from the Secretary of State;
(i)
a Certificate of
Good Standing for the Sponsor, dated September 28, 2020, obtained
from the Secretary of State; and
(j)
such other
instruments, documents and records of the Trust and others as we,
in our professional judgment, have deemed necessary or appropriate
as a basis for the opinion set forth below.
In
examining the documents referred to above, we have assumed the
genuineness of all signatures, the legal capacity of all natural
persons, the authenticity of documents purporting to be originals
and the conformity to originals of all documents submitted to us as
copies. As to questions of fact material to our opinion, we have
relied (without investigation or independent confirmation) upon the
representations contained in the above-described documents and on
certificates and other communications from public officials, and
officers and the Trustee of the Trust.
Our
opinion, as set forth herein, is based on the facts in existence on
the date hereof, and is limited to the Delaware Statutory Trust Act
as in effect on the date hereof. We express no opinion with respect
to any other laws or regulations.
Based
upon and subject to the foregoing and the qualifications set forth
below, we are of the opinion that (a) the Shares to be issued
pursuant to the Registration Statement have been duly authorized
for issuance by the Trust; and (b) when issued and paid for
upon the terms provided in the Registration Statement, such Shares
will be validly issued, fully paid and non-assessable.
This
opinion is rendered solely for your use in connection with the
filing of the Registration Statement and supersedes any previous
opinions of this firm in connection with the issuance of the
Shares. We hereby consent to the filing of this opinion with the
SEC in connection with the Registration Statement. In giving our
consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the 1933
Act or the rules and regulations of the SEC thereunder. Except as
specifically authorized above in this paragraph, this opinion is
not to be quoted in whole or in part or otherwise referred to, nor
is it to be filed with any government agency or any other person,
without, in each case, our prior written consent. This opinion is
given to you as of the date hereof, and we assume no obligation to
advise you of any change that may hereafter be brought to our
attention. The opinions expressed herein are matters of
professional judgment and are not a guarantee of
result.
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Very
truly yours,
VEDDER
PRICE P.C.
|
|
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1401 I Street NW, Suite 1100 | Washington, DC 20005 | T +1 202 312
3320 | F +1 202 312 3322
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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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