PowerShares DB Multi-Sector Commodity Trust S-1 IPO registration

Exhibit 23.1

CONSENT OF COUNSEL

We hereby consent to the reference to us in the Prospectus constituting part of this Registration Statement on Form S-1, under the captions “The Risks You Face – (22) Shareholders of each Fund Will Be Subject to Taxation on Their Share of the Corresponding Master Fund’s Taxable Income, Whether or Not They Receive Cash Distributions; (23) Items of Income, Gain, Deduction, Loss and Credit with respect to Shares of a Fund could be Reallocated if the IRS does not Accept the Assumptions or Conventions Used by its Corresponding Master Fund in Allocating Master Fund Tax Items; and (24) The Current Treatment of Long-Term Capital Gains Under Current U.S. Federal Income Tax Law May Be Adversely Affected, Changed or Repealed in the Future,” “Material U.S. Federal Income Tax Considerations” and “Legal Matters.”

New York, New York	/s/ Sidley Austin LLP
April16, 2007	Sidley Austin LLP