SIDLEY AUSTIN BROWN & WOOD
EXHIBIT 8.1
DALLAS BANK ONE PLAZA BEIJING
10 S. DEARBORN STREET
LOS ANGELES CHICAGO, ILLINOIS 60603 GENEVA
TELEPHONE 312 853 7000
NEW YORK FACSIMILE 312 853 7036 HONG KONG
www.sidley.com
SAN FRANCISCO LONDON
FOUNDED 1866
WASHINGTON, D.C. SHANGHAI
SINGAPORE
TOKYO
WRITER'S DIRECT NUMBER WRITER'S E-MAIL ADDRESS
October 11, 2002
Shaffer Asset Management, Inc.
General Partner of
Shaffer Diversified Fund, L.P.
925 Westchester Avenue
Suite 306
White Plains, New York 10604
Re: Post-Effective Amendment No. 1 to the
Registration Statement on Form S-1
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Dear Sir or Madam:
We have acted as your counsel in connection with the preparation and
filing with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), of Post-Effective Amendment No.
1 to the Registration Statement on Form S-1 (Reg. No. 333-46550) on or about
October 11, 2002 (the "Registration Statement Amendment"), relating to Units of
Limited Partnership Interest of Shaffer Diversified Fund, L.P. (the "Fund"), a
limited partnership organized under the Delaware Revised Uniform Limited
Partnership Act.
We have reviewed such data, documents, questions of law and fact and
other matters as we have deemed pertinent for the purpose of this opinion. Based
upon the foregoing, we hereby confirm our opinion expressed under the caption
"Federal Income Tax Considerations" in the Prospectus (the "Prospectus")
constituting a part of the Registration Statement Amendment that the Fund will
be taxed as a partnership for federal income tax purposes.
We also advise you that in our opinion the description set forth under
the caption "Federal Income Tax Considerations" in the Prospectus correctly
describes (subject to the uncertainties referred to therein) the material
aspects of the federal income tax treatment to a United States individual
taxpayer, as of the date hereof, of an investment in the Fund.
SIDLEY AUSTIN BROWN & WOOD IS AN ILLINOIS GENERAL PARTNERSHIP
Shaffer Asset Management, Inc.
October 11, 2002
Page 2
This opinion speaks as of the date hereof, and we assume no obligation
to update this opinion as of any future date. This opinion shall not be used for
any purpose without our written consent. We hereby consent to the filing of this
opinion as an Exhibit to the Registration Statement Amendment and to all
references to our firm included in or made a part of the Registration Statement
Amendment.
Very truly yours,
SIDLEY AUSTIN BROWN & WOOD