ETF Securities USA LLC as Sponsor to ETFS Silver Trust Ordnance House 31 Pier Road St. Helier, Jersey JE4 8P4 Channel Islands Attention: Graham Tuckwell |
RE:ETFS Silver Trust
Ladies and Gentlemen:
We have acted as counsel for ETF Securities USA LLC, a Delaware limited liability company (the “Sponsor”), the sponsor of ETFS Silver Trust, a grantor trust formed under the laws of the State of New York (the “Trust”), in connection with the Trust’s filing on June 13, 2017 with the Securities and Exchange Commission (the “Commission”) of its Registration Statement on Form S-3 (the “Registration Statement”), including the prospectus included in Part I of the Registration Statement (the “Prospectus”), under the Securities Act of 1933 (the “1933 Act”), relating to the issuance and sale by the Trust of 17,350,000 Physical Silver Shares (the “Shares”).
In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such instruments, documents and records as we have deemed relevant and necessary to examine for the purpose of this opinion, including (a) the Registration Statement, (b) the Depositary Trust Agreement between the Sponsor and The Bank of New York Mellon, as Trustee, dated as of July 20, 2009, (c) the pertinent provisions of the constitution and laws of the State of New York, and (d) such other instruments, documents, statements and records of the Trust and others and other such statutes as we have deemed relevant and necessary to examine and rely upon for the purpose of this opinion.
In connection with this opinion, we have assumed the legal capacity of all natural persons, the accuracy and completeness of all documents and records that we have reviewed, the genuineness of all signatures, the authenticity of the documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed or reproduced copies.
Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein below, we are of the opinion that the Shares proposed to be offered
and sold pursuant to the Registration Statement, when it is made effective by the Commission or otherwise pursuant to the rules and regulations of the Commission, will have been validly authorized and, when sold in accordance with the terms of the Registration Statement and the requirements of applicable federal and state law and delivered by the Trust against receipt of the net asset value of the Shares, as described in the Registration Statement, will have been legally and validly issued and will be fully paid and non-assessable by the Trust.
This opinion is given as of the date hereof and we assume no obligation to advise you of changes that may hereafter be brought to our attention. This opinion is limited to the laws of the State of New York governing grantor trusts and matters such as the authorization and issuance of the Shares, the applicable provisions of the New York constitution and the reported judicial decisions interpreting such laws, and we do not express any opinion concerning any other laws of the State of New York or the laws of any other jurisdiction. We also express no opinion as to any state securities or broker-dealer laws or regulations thereunder relating to the offer, issuance and sale of the Shares.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, to be filed with the Commission, and to the use of our name in the Prospectus under the caption “Legal Matters” and in any revised or amended versions thereof. In giving such consent, however, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act, as amended, and the rules and regulations thereunder.
Very truly yours,
/s/ Reed Smith LLP
PDG/PCH/JMM