Exhibit 5.1
January 25, 2019
World Gold Trust
WGC USA Asset Management Company, LLC
685 Third Avenue, 27th Floor
New York, New York 10017
| Re: | SPDR® Gold MiniSharesSM Trust, a series of World Gold Trust |
Registration Statement on FormS-1
Ladies and Gentlemen:
We have acted as counsel for World Gold Trust, a Delaware statutory trust (the “Trust”), and WGC USA Asset Management Company, LLC (the “Sponsor”), in its capacity as the sponsor of SPDR® Gold MiniSharesSM Trust (the “Fund”), a series of the Trust, in connection with the Trust’s filing of its registration statement on FormS-1 (as amended, the “Registration Statement”), including the prospectus included in Part I of the Registration Statement (the “Prospectus”), under the Securities Act of 1933, as amended (the “1933 Act”), with the Securities and Exchange Commission on January 25, 2019. The Registration Statement relates to the proposed registration, issuance and sale by the Trust, on behalf of the Fund, of 192,000,000 shares of fractional undivided beneficial interest in and ownership of the Fund (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 Trust’s Fourth Amended and Restated Agreement and Declaration of Trust dated as of April 16, 2018 between the Sponsor, as sponsor, and Delaware Trust Company, as trustee (the “Trust Agreement”), (c) the pertinent provisions of the constitution and laws of the State of Delaware, 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.
We have, when relevant facts material to our opinion were not independently established by us, relied, to the extent we deemed such reliance proper, upon written or oral statements of officers or other representatives of the Sponsor. We have not made or undertaken to make any independent investigation to establish or verify the accuracy or completeness of such factual representations, certifications and other information.
Morgan, Lewis & BockiusLLP
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1111 Pennsylvania Avenue, NW Washington, DC 20004 United States | +1.202.739.3000 +1.202.739.3001 |
January 25, 2019
Page 2
Based upon the foregoing and subject to the qualifications set forth in this letter, we are of the opinion that the Shares of the Fund, when issued in accordance with the Trust Agreement, including receipt by the Fund of the consideration required for the issuance of the Fund’s Shares, will be duly and legally issued and will be fully paid andnon-assessable.
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 Delaware statutory trust laws governing matters such as the authorization, issuance andnon-assessability of the Shares and the applicable provisions of the Delaware constitution, and we do not express any opinion concerning any other laws.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name where it may appear in the Registration Statement and the Prospectus. 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/ Morgan, Lewis & Bockius LLP