[LETTERHEAD]
July 19, 2000
Rogers International Raw Materials Fund, L.P.
c/o Beeland Management Company, L.L.C.
1000 Hart Road
Barrington, Illinois 60010
Re: Rogers International Raw Materials Fund, L.P.
Ladies and Gentlemen:
We have acted as counsel for Rogers International Raw Materials Fund,
L.P., a limited partnership organized under the Illinois Revised Limited
Partnership Act (the "Fund"), in connection with the preparation and filing
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended, of the Registration Statement on Form S-1 (the "Registration
Statement"), relating to the registration of 200,000 units of limited
partnership interests in the Fund. In so acting, we have reviewed such data,
documents, statutes and regulations and have considered such questions of law
and fact as we have deemed pertinent for purposes of this opinion. Based upon
the foregoing, we are of the opinion that the Fund should be classified as a
partnership for federal income tax purposes and not as an association taxable
as a corporation. In addition, we are of the opinion that the section
entitled "Federal Income Tax Aspects" in the Prospectus constituting part of
the Registration Statement describes the material federal income tax
consequences to United States taxpayers that are individuals that invest in
the Fund.
The opinions rendered herein are issued in accordance with American Bar
Association Opinion No. 46 (Revised), dated January 29, 1982, and Section
10.33 of the United States Treasury Department Circular 230, dated November
23, 1984, as amended, effective July 20, 1994.
We affirm, however, notwithstanding anything to the contrary in this
opinion, that in the preparation of this opinion, "further inquiry is not
required," as such phrase is used in ABA Formal Opinion 346 (Revised), and
that we have
July 19, 2000
Page 2
complied with all the requirements of Treasury Circular 230, as
revised, including without limitation, the specific requirements of Section
10.33(a)(1) of that Circular.
This opinion is based upon the facts as stated in the Registration
Statement, the current federal income tax law and regulations, the Fund's
Amended and Restated Limited Partnership Agreement (the "Limited Partnership
Agreement") and the following representations of the General Partner of the
Fund: (a) at all times the Fund will be operated in accordance with the
Illinois Revised Uniform Limited Partnership Act, as applicable, and the
Limited Partnership Agreement, (b) the aggregate deductions to be claimed by
the partners of the Fund as their distributive shares of the Fund's net
losses for the first two years of operation of the Fund will not exceed the
amount of equity capital invested in the Fund, (c) no creditor who makes a
loan to the Fund will have or acquire as a result of making the loan any
direct or indirect interest in the capital, profits or property of the Fund
other than as a secured creditor, and (d) interests in the Fund will not be
(1) traded on an established securities market, or (2) readily tradable on a
secondary market (or the substantial equivalent thereof). We are relying upon
the facts stated in the Prospectus which you have represented to us to be
accurate and complete in all material respects. Nothing contrary to or
inconsistent with these representations has come to our attention in the
course of our consideration of these matters. No tax ruling has been
obtained from the Internal Revenue Service confirming this treatment and the
General Partner of the Fund does not intend to request such a ruling.
Our opinion is based upon current law and published Internal Revenue
Service Rulings, Internal Revenue Service Procedures, Regulations and court
decisions (collectively, the "Published Interpretations"), all of which are
subject to change prospectively or retroactively. The opinions herein express
our best judgment of the law and the Published Interpretations, but our
opinion is not binding upon the Internal Revenue Service or the courts,
either of which may reach different conclusions than ours. We believe we have
reasonably relied upon the facts as represented by you. However, generally,
the facts which you have represented relate to future activities which you
have predicted but which you cannot assure. Any change in the facts, whether
past or prospective, may adversely affect our opinion. Further, we express no
opinion as to whether the Internal Revenue Service may successfully challenge
factual determinations which are made by you.
July 19, 2000
Page 3
You have not analyzed the state and local income tax consequences
related to participation in the Fund and have so stated in the "Federal
Income Tax Aspects" section of the Prospectus. Consequently, you have not
requested our analysis or opinion of any aspect of the state and local tax
consequences which may flow from participation in the Fund, and no opinion
with respect thereto is expressed by us.
In connection with our rendering of the above opinions, please be
advised that we have examined only the documents indicated. We are members of
the Bar of the State of Illinois and do not hold ourselves out as experts on
the laws of any other state or foreign country. Our opinion is limited to
the laws of the State of Illinois and the Internal Revenue Code and the
Published Interpretations and we express no opinion as to any other laws,
regulations or advisory rulings.
This opinion is given to you as of the date hereof and we assume no
obligation to advise you of changes in law or fact subsequent to the date
hereof or of facts of which we become aware after the date hereof.
We hereby consent (i) to being named in the "Federal Income Tax Aspects"
section of the Prospectus as the attorneys who will render certain opinions
for the Fund related to certain federal income tax aspects related to the
Fund and an investment in the Fund, (ii) to the inclusion of this opinion as
an Exhibit 8 to the Registration Statement and (iii) to the inclusion of this
opinion as an exhibit to the registration statements to be filed with state
securities commissions.
Very truly yours,
WILDMAN, HARROLD, ALLEN & DIXON