SIDLEY AUSTIN BROWN & WOOD
EXHIBIT 5.1
DALLAS BANK ONE PLAZA BEIJING
10 S. DEARBORN STREET
LOS ANGELES CHICAGO, ILLINOIS 60603 GENEVA
TELEPHONE 312 853 7000
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www.sidley.com
SAN FRANCISCO LONDON
FOUNDED 1866
WASHINGTON, D.C. SHANGHAI
SINGAPORE
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WRITER'S DIRECT NUMBER WRITER'S E-MAIL ADDRESS
October 11, 2002
Shaffer Asset Management, Inc.
General Partner of
Shaffer Diversified Fund, LP
925 Westchester Avenue
Suite 306
White Plains, New York 10604
Re: Shaffer Diversified Fund, LP
Units of Limited Partnership
Interest
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Dear Sir or Madam:
We refer to the Registration Statement on Form S-1 (Reg. No. 333-46550)
filed by Shaffer Diversified Fund, LP (the "Partnership") with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"), as amended by Post-Effective Amendment No. 1 thereto, filed
with the Securities and Exchange Commission on or about October 11, 2002 (the
"Registration Statement"), relating to the registration of $25,000,000 of Units
of Limited Partnership Interest of the Partnership (the "Units").
We are familiar with the proceedings to date with respect to the
proposed issuance and sale of the Units and have examined such records,
documents and questions of law, and satisfied ourselves as to such matters of
fact, as we have considered relevant and necessary as a basis of this opinion.
For purposes of rendering this opinion, we have assumed the genuineness
of all signatures, the legal capacity of natural persons, the authenticity of
all documents submitted to us as originals, the conformity to originals of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of all documents submitted to us as copies.
Based on the foregoing, we are of the opinion that:
1. The Partnership has been duly formed and is validly existing in good
standing as a limited partnership under the Delaware Revised Uniform Limited
Partnership Act (the "Act").
SIDLEY AUSTIN BROWN & WOOD IS AN ILLINOIS GENERAL PARTNERSHIP
Shaffer Asset Management, Inc.
October 11, 2002
Page 2
2. The General Partner has taken all corporate action required to be
taken by it to authorize the issuance and sale of Units to the Subscribers (as
defined below) and to authorize the admission to the Partnership of the limited
partners of the Partnership.
3. Assuming (i) the due authorization, execution and delivery to the
General Partner of a Subscription Agreement by each subscriber for Units
(collectively, the "Subscribers"), (ii) the due acceptance by the General
Partner of each Subscription Agreement and the due acceptance by the General
Partner of the admission of the Subscribers as limited partners of the
Partnership, (iii) the payment by each Subscriber of the full consideration due
from it for the Units subscribed to by it, (iv) that the books and records of
the Partnership set forth all information required by the Limited Partnership
Agreement and the Act, including all information with respect to all persons and
entities to be admitted as partners and their contributions to the Partnership,
(v) that the Subscribers, as limited partners of the Partnership, do not
participate in the control of the business of the Partnership, and (vi) that the
Units are offered and sold as described in the Registration Statement and the
Limited Partnership Agreement, the Units to be issued to the Subscribers will
represent valid limited partnership interests in the Partnership and, subject to
the qualifications set forth herein, will be fully paid and nonassessable
limited partnership interests in the Partnership, as to which the Subscribers as
limited partners of the Partnership will have no liability in excess of their
obligations to make contributions to the Partnership, their obligations to make
other payments provided for in the Limited Partnership Agreement and their share
of the Partnership's assets and undistributed profits (subject to the obligation
of a Limited Partner to repay any funds wrongfully distributed to it).
4. There are no provisions in the Limited Partnership Agreement the
inclusion of which, subject to the terms and conditions therein, would cause the
Limited Partners, as limited partners of the Partnership, to be deemed to be
participating in the control of the business of the Partnership within the
meaning of the Act.
We are members of the Bar of the States of Illinois, New York,
California and Texas and the District of Columbia and do not opine with respect
to the laws of any other jurisdiction other than the States of Illinois, New
York, Texas and California and of the District of Columbia and with respect to
the Act and the General Corporation Law of the State of Delaware (including
statutory provisions, applicable provisions of the Delaware Constitution, and
reported judicial decisions interpreting these laws). We express no opinion as
to the application of the securities or blue sky laws of the various states
(including the State of Delaware) to the sale of the Units.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and all references to our firm included in or made a part
of the Registration Statement.
Very truly yours,
SIDLEY AUSTIN BROWN & WOOD