FactorShares 2X: Gold Bull/S&P500 Bear POS AM Prospectus update (post-effective amendment)

Exhibit 23.1

CONSENT OF COUNSEL

We hereby consent to the reference to us in the Prospectus constituting part of this Post-Effective Amendment No. 2 to the Registration Statement on Form S-1, under the captions “Material U.S. Federal Income Tax Considerations” and “Legal Matters.”

New York, New York	/s/Sidley Austin LLP
June 8, 2012