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-5 - OPINION ON LEGALITY - Teucrium Commodity Trust | exhibit51.htm |
EXHIBIT 8.1
September
29, 2020
|
Teucrium
Commodity Trust
c/o
Teucrium Trading, LLC
Three
Main Street, Suite 215
Burlington,
Vermont 05401
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Re:
Teucrium Corn
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 (the “SEC”) under the Securities Act of
1933, as amended, of a Registration Statement on Form S-1 (the
“Registration Statement”) relating to the registration
of common units representing fractional undivided beneficial
interests (“Shares”) in the series of the Trust
designated as Teucrium Corn Fund (the
“Fund”).
In
rendering this opinion, we have examined the Registration Statement
and have reviewed and relied upon representations made to us by a
duly authorized officer of 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
in a letter dated as of the date hereof (the “Representation
Letter”). 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 opinion 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, (i) the accuracy and completeness of
the statements contained in the Registration Statement, (ii) that
the Fund will operate at all times in the manner discussed in its
organizational documents, the prospectus included in the
Registration Statement (the “Prospectus”) and the
Representation Letter, (iii) the accuracy and completeness of the
facts, representations and assumptions set forth or referenced
herein being accurate and (iv) that any representation qualified by
knowledge, intention, belief, disclaimer of responsibility or any
similar qualification is true, correct and complete without such
qualification. 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. Any inaccuracy or subsequent change in such facts,
representations or assumptions could adversely affect our
opinion.
The
opinion expressed in this letter is based on the Internal Revenue
Code of 1986, as amended, 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.
Based
on 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
consequences 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.
We
hereby consent to the filing of this letter with the SEC 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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