Exhibit 5.01(b)
[LETTERHEAD]
February 7, 1997
CIS Investments, Inc.,
Managing Owner of JWH Global Trust
233 South Wacker Drive
Chicago, IL 60606
Re: JWH Global Trust
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Gentlemen:
We have acted as special Delaware counsel for JWH Global Trust, a Delaware
business trust (the "Trust"), in connection with the matters set forth herein.
At your request, this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our examination
of documents has been limited to the examination of executed or conformed
counterparts, or copies otherwise proved to our satisfaction, of the following:
(a) The Certificate of Trust of the Trust (which was originally named "JWH
Global Portfolio Trust"), dated as of November 12, 1996, as filed in the office
of the Secretary of State of the State of Delaware (the "Secretary of State") on
November 12, 1996;
(b) The Declaration and Agreement of Trust of the Trust, dated as of
November 12, 1996;
CIS Investments, Inc.
Managing Owner of JWH Global Trust
February 7, 1997
Page 2
(c) The Certificate of Amendment of Certificate of Trust of the Trust
(whose name was changed thereby to "JWH Global Trust"), dated January 29, 1997
(the "Certificate"), as filed in the office of the Secretary of State on January
29, 1997;
(d) The Amended and Restated Declaration and Agreement of Trust of the
Trust, dated as of January 29, 1997;
(e) A registration statement (the "Initial Registration Statement") on
Form S-1 (Registration No. 333-16825), filed by the Trust with the Securities
and Exchange Commission on November 26, 1996, as amended by Amendment No. 1 to
the Initial Registration Statement, including a related preliminary prospectus
(the "Prospectus"), to be filed by the Trust with the Securities and Exchange
Commission on or about February 7, 1997 ("Amendment No. 1") (the Initial
Registration Statement as amended by Amendment No. 1 is hereinafter referred to
as the "Registration Statement");
(f) A form of Amended and Restated Declaration and Agreement of Trust of
the Trust (the "Agreement"), attached to the Prospectus as Exhibit "A";
(g) A form of Subscription Agreement and Power of Attorney, including a
Subscription Agreement and Power of Attorney Signature Page of the Trust (the
"Subscription Agreement"), attached to the Prospectus as Exhibit "C"; and
(h) A Certificate of Good Standing for the Trust, dated February 7, 1997,
obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined are used
as defined in the Agreement.
For purposes of this opinion, we have not reviewed any documents other than
the documents listed above, and we have assumed that there exists no provision
in any document not listed above that bears upon or is inconsistent with the
opinions stated herein. We have conducted no independent factual investigation
of our own, but rather have relied solely upon the foregoing documents, the
statements and information set forth therein and the additional matters recited
or assumed herein, all of which we have assumed to be true, complete and
accurate in all material respects.
With respect to all documents examined by us, we have assumed that (i) all
signatures on documents examined by us are genuine, (ii) all documents submitted
CIS Investments, Inc.
Managing Owner of JWH Global Trust
February 7, 1997
Page 3
to us as originals are authentic, and (iii) all documents submitted to us as
copies conform with the original copies of those documents.
For purposes of this opinion, we have assumed (i) the due authorization,
execution and delivery by all parties thereto of all documents examined by us,
including, without limitation, the Agreement by each beneficial owner of the
Trust and the Trustee, the Certificate by the Trustee and the Subscription
Agreement by each Unitholder (as defined below), (ii) that after the issuance
and sale of beneficial interests of the Trust (the "Units") under the
Registration Statement and the Agreement, the dollar amount of the Units issued
by the Trust will equal or exceed the minimum, and the dollar amount of the
Units issued and reserved for issuance by the Trust will not exceed the maximum,
dollar amount of the Units which may be issued by the Trust under the
Registration Statement and the Agreement, (iii) that the Agreement constitutes
the entire agreement among the parties thereto with respect to the subject
matter thereof, including with respect to the admission of beneficial owners to,
and the creation, operation and termination of, the Trust, and that the
Agreement and the Certificate are in full force and effect, have not been
amended and no amendment of the Agreement or the Certificate is pending or has
been proposed, (iv) except for the due creation and valid existence in good
standing of the Trust as a business trust under the Delaware Business Trust Act
(12 DEL.C. Section 3801, ET SEQ.) (the "Act"), the due creation, organization or
formation, as the case may be, and valid existence in good standing of each
party to the documents examined by us under the laws of the jurisdiction
governing its creation, organization or formation, and (v) the capacity of
natural persons who are parties to the documents examined by us. Insofar as the
opinions expressed herein relate to the Units and persons and entities to be
admitted to the Trust as beneficial owners of the Trust in connection with the
Registration Statement (the "Unitholders"), the opinions expressed herein relate
solely to the Unitholders and the Units to be issued in connection with the
Registration Statement. We have not participated in the preparation of the
Registration Statement and assume no responsibility for its contents.
This opinion is limited to the laws of the State of Delaware (excluding the
securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal laws
and rules and regulations relating thereto. Our opinions are rendered only with
respect to Delaware laws and rules, regulations and orders thereunder which are
currently in effect.
Based upon the foregoing, and upon our examination of such questions of law
and statutes of the State of Delaware as we have considered necessary or
CIS Investments, Inc.
Managing Owner of JWH Global Trust
February 7, 1997
Page 4
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:
1. The Trust has been duly created and is validly existing in good
standing as a business trust under the Act.
2. Assuming (i) that the Managing Owner has taken all corporate action
required to be taken by it to authorize the issuance and sale of Units to the
Unitholders and to authorize the admission to the Trust of the Unitholders as
beneficial owners of the Trust, (ii) the due authorization, execution and
delivery to the Managing Owner of a Subscription Agreement by each Unitholder,
(iii) the due acceptance by the Managing Owner of each Subscription Agreement
and the due acceptance by the Managing Owner of the admission of the Unitholders
as beneficial owners of the Trust to the Trust, (iv) the payment by each
Unitholder to the Trust of the full consideration due from it for the Units
subscribed to by it, (v) the due authorization, execution and delivery by all
parties thereto, including the Unitholders as beneficial owners of the Trust, of
the Agreement, (vi) that the books and records of the Trust set forth all
information required by the Agreement and the Act, including all information
with respect to all persons and entities to be admitted as Unitholders and their
contributions to the Trust, and (vii) that the Units are offered and sold as
described in the Registration Statement and the Agreement, the Units to be
issued to the Unitholders will be validly issued and, subject to the
qualifications set forth herein, will be fully paid and nonassessable beneficial
interests in the Trust, as to which the Unitholders, as beneficial owners of the
Trust, will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit under the General Corporation
Law of the State of Delaware, subject to the obligation of a Unitholder to make
contributions required to be made by it to the Trust, to make other payments
provided for in the Agreement and the Subscription Agreement and to repay any
funds wrongfully distributed to it from the Trust.
We understand that you will file this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement to be filed by
you under the Securities Act of 1933, as amended. In connection with the
foregoing, we hereby consent to the filing of this opinion with the Securities
and Exchange Commission. This opinion is rendered solely for your benefit in
connection with the foregoing. We hereby consent to the use of our name under
the heading "Legal Matters" in the Prospectus. In giving the foregoing consent,
we do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the rules and
regulations of the Securities and Exchange
CIS Investments, Inc.
Managing Owner of JWH Global Trust
February 7, 1997
Page 5
Commission thereunder. Except as stated above, without our prior consent, this
opinion may not be furnished or quoted to, or relied upon by, any other person
or entity for any purpose.
Very truly yours,
/s/ Richards, Layton & Finger