Exhibit 8.1
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| | SIDLEY AUSTINLLP 787 SEVENTH AVENUE NEW YORK, NY 10019 (212) 839 5300 (212) 839 5599 FAX | | BEIJING BRUSSELS CHICAGO DALLAS FRANKFURT GENEVA HONG KONG LONDON LOS ANGELES FOUNDED 1866 | | NEW YORK PALO ALTO SAN FRANCISCO SHANGHAI SINGAPORE SYDNEY TOKYO WASHINGTON, D.C. |
January 3, 2011
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DB Commodity Services LLC as Managing Owner of PowerShares DB Multi-Sector Commodity Trust c/o DB Commodity Services LLC 60 Wall Street New York, New York 10005 |
FORM OF TAX OPINION
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| | Re: | | PowerShares DB Multi-Sector Commodity Trust |
| | | | Post-Effective Amendment No. 3 to the Registration |
| | | | Statement on Form S-3 filed with the Securities and |
| | | | Exchange Commission on or about January 3, 2011 |
Dear Sir or Madam:
We have acted as your counsel in connection with the preparation and filing with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended, of the Post-Effective Amendment No. 3 to the Registration Statement on Form S-3, to be filed with the SEC on or about January 3, 2011 (the “Registration Statement”) of PowerShares DB Multi-Sector Commodity Trust (the “Trust”), a Delaware statutory trust organized in separate series on August 3, 2006 and with respect to each of the seven separate series of the Trust (each individually, a “Fund,” and collectively, the “Funds”).
We have reviewed such documents, questions of law and fact and other matters as we have deemed pertinent for the purpose of this opinion. Based upon the foregoing, we hereby confirm our opinions contained under the heading “Material U.S. Federal Income Tax Considerations” in the Prospectus constituting a part of the Registration Statement that each of the Funds will be classified as a partnership for U.S. federal income tax purposes.
We also advise you that the tax discussion under the captions “The Risks You Face,” paragraphs (23), (24) and (25), “Summary — U.S. Federal Income Tax Considerations,” and “Material U.S. Federal Income Tax Considerations” in the Prospectus constituting a part of the Registration Statement correctly describes the material aspects of the U.S. federal income tax treatment to a United States individual taxpayer, as of the date hereof, of an investment in each Fund.
Sidley Austin LLP is a limited liability partnership practicing in affiliation with other Sidley Austin partnerships
DB Commodity Services LLC
January 3, 2011
Page 2
Our opinion represents our best legal judgment with respect to the proper U.S. federal income tax treatment of each Fund and United States individual taxpayers investing in the Funds, based on the materials reviewed. Our opinion assumes the accuracy of the facts as represented in documents reviewed or as described to us and could be affected if any of the facts as so represented or described are inaccurate.
Very truly yours,
