[WILDMAN, HARROLD LETTERHEAD]
January 8, 2001
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 2,000,000 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:
(i) the Fund will be classified as a partnership for federal income tax
purposes and not as an association taxable as a corporation;
(ii) to the extent of each limited partner's tax basis in its units, cash
distributed to such limited partner by the Fund upon redemption of
units will constitute a return of capital that will not be reportable
as taxable income, but will reduce such limited partner's tax basis
in its units;
(iii) to the extent that cash distributions to a limited partner exceed
such limited partner's tax basis in his or its units,
Rogers International Raw Materials Fund, L.P.
January 8, 2001
Page 2
such distributions will be taxable to the limited partner as gain
from the sale or exchange of the units;
(iv) gains or losses on the Fund's commodity futures positions will be
treated as "Section 1256 Contracts" and will be taxed to limited
partners as provided under that section;
(v) based on the expected income of the Fund and other restrictions
contained in the Agreement of Limited Partnership, including the
restrictions on transfers of units and the provisions requiring
advance written notice of withdrawals, the Fund will not be treated or
taxed as a "publicly traded partnership" under Code Section 7704; and
(vi) because of the limited nature of the trading activities of the Fund,
it is more likely than not that the Fund will be treated as engaging
in an investment activity rather than the trade or business of trading
commodities. In such event, limited partners who are taxed as
individuals would be entitled to claim a deduction for their share of
general partnership expenses only to the extent that the total of each
limited partner's investment and other miscellaneous expenses exceeds
two percent (2%) of said limited partner's adjusted gross income.
We also advise you that in our opinion the description set forth under the
caption "Federal Income Tax Aspects" in the Prospectus correctly describes
(subject to the uncertainties referred to therein) the material aspects of the
United States income tax treatment to United States individual investors, as of
the date hereof, of an investment in the Fund.
The opinions rendered herein are issued in accordance with American Bar
Association Opinion No. 346 (Revised),
Rogers International Raw Materials Fund, L.P.
January 8, 2001
Page 3
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 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 and factual circumstances 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
Rogers International Raw Materials Fund, L.P.
January 8, 2001
Page 4
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.
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.
Rogers International Raw Materials Fund, L.P.
January 8, 2001
Page 5
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,
/s/ Wildman, Harrold, Allen & Dixon
WILDMAN, HARROLD, ALLEN & DIXON