Attached files
| file | filename |
|---|---|
| S-1/A - Teucrium Commodity Trust | v196030_s1a.htm |
| EX-5.1 - Teucrium Commodity Trust | v196030_ex5-1.htm |
| EX-3.1 - Teucrium Commodity Trust | v196030_ex3-1.htm |
| EX-23.2 - Teucrium Commodity Trust | v196030_ex23-2.htm |
| EX-10.1 - Teucrium Commodity Trust | v196030_ex10-1.htm |
| EX-10.2 - Teucrium Commodity Trust | v196030_ex10-2.htm |
Exhibit
8.1
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Dykema
Gossett PLLC
400
Renaissance Center
Detroit,
Michigan 48243
www.dykema.com
Tel: (313)
568-6800
Fax: (313)
568-6735
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September
7, 2010
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Teucrium
Commodity Trust
232
Hidden Lake Road, Building A
Brattleboro,
VT 05310
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Re:
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Teucrium
Commodity Trust
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Teucrium
WTI Crude Oil Fund
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Registration
Statement on Form S-1
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File No. 333-167594
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Ladies
and Gentlemen:
We have
acted as tax counsel to Teucrium Commodity Trust, a Delaware statutory trust
(the “Trust”), in connection with the
registration statement on Form S-1 (File No. 333-167594) (the “Registration
Statement”)
filed by the Trust with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the “Act”),
relating to 15,000,000 units (the “Shares”)
representing fractional undivided beneficial interests in Teucrium WIT Crude Oil
Fund, a series of the Trust, in connection with the offering described in the
Registration Statement.
As
special tax counsel to the Trust, we have participated in the preparation of the
Registration Statement to which this opinion is an exhibit. In
connection therewith, we have participated in the preparation of the discussion
set forth under the caption “U.S. Federal Income Tax Considerations” (the “Discussion”)
in the Registration Statement.
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California
| Illinois | Michigan | Texas | Washington
D.C.
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Teucrium
Commodity Trust
September
7, 2010
Page
2
In
rendering the opinion expressed herein, we have relied on the Registration
Statement, and we have reviewed such other documents and instruments as we have
deemed necessary or appropriate in connection with our opinion. We
also have relied with your approval upon representations of officers and
employees of the sponsor of the Trust, Teucrium Trading, LLC, a Delaware limited
liability company (the “Sponsor”). We
have undertaken no independent investigation or verification of factual
matters. Our opinion assumes that the representations made to us by
representatives of the Sponsor and the statements set forth in the Registration
Statement and any other documents referred to therein or herein are, and at all
relevant times will be, true, accurate, and complete in all material
respects. We further assume that no actions have been, or will be,
taken that are inconsistent with any of the representations made to us by any
representative of the Sponsor or the statements contained in the Registration
Statement.
Subject
to the foregoing, and to the conditions, limitations and assumptions described
in the Discussion, it is our opinion that the Discussion is accurate, complete
and fair in all material respects with respect to the matters set forth therein,
and that the material U.S. federal income tax consequences attributable to
holding Shares will be as stated therein. The Discussion does not
cover all aspects of U.S. federal income taxation that may be relevant to, or
the actual tax effect that matters described therein will have on, any
particular holder, and it does not address foreign, state, or local tax
consequences, or any U.S. federal tax consequences other than U.S. federal
income tax consequences. Furthermore, the Discussion does not cover
the tax consequences applicable to all categories of investors, some of which
may be subject to special rules.
Our
opinion is based on current provisions of the U.S. Internal Revenue Code of
1986, as amended (the “Code”),
applicable U.S. Treasury regulations promulgated under the Code (the “Regulations”),
and public administrative and judicial interpretations of the Code and the
Regulations as of the date hereof, all of which are subject to change, possibly
with retroactive effect. Our opinion represents only our legal
judgment based on current law and the facts as referred to above, and has no
binding effect on the U.S. Internal Revenue Service or the
courts. The U.S. Internal Revenue Service may take a position
contrary to our opinion, and if the matter is litigated, a court may reach a
decision contrary to our opinion.
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D.C.
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Teucrium
Commodity Trust
September
7, 2010
Page
3
Our
opinion is limited to the matters set forth herein, and no opinions are intended
to be implied or may be inferred beyond the opinion expressly stated
herein. Our opinion is rendered as of the date hereof and we assume
no obligation to update or supplement this opinion or any matter related to this
opinion to reflect any change of fact, circumstances or law after the date
hereof.
We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the references to our firm in the Registration
Statement. In giving this consent, we do not admit that we
are within the category of persons whose consent is required under Section 7 of
the Act, or under the rules and regulations of the Securities and Exchange
Commission relating thereto.
Sincerely,
/s/
Dykema Gossett PLLC
Dykema
Gossett pllc
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California
| Illinois | Michigan | Texas | Washington
D.C.
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