EXHIBIT 5.01(b)
[Letterhead of Richards, Layton & Finger]
September 23, 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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Ladies and 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
September 23, 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, filed by the Trust with the Securities and Exchange Commission on
August 19, 1997, (Registration No. 333-33937) as amended by Amendment No. 1
to the Initial Registration Statement, including a related preliminary
prospectus (the "Prospectus"), as proposed to be filed by the Trust with the
Securities and Exchange Commission on or about September 23, 1997 (the
"Amendment"), (the Initial Registration Statement, as amended by the
Amendment, is hereinafter referred to as the "Registration Statement");
(f) The Second Amended and Restated Declaration and Agreement of Trust
of the Trust, dated as of May 30, 1997;
(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;
(h) A form of the Third Amended and Restated Declaration and Agreement
of Trust of the Trust (the "Agreement"), attached to the Prospectus as
Exhibit A; and
(i) A Certificate of Good Standing for the Trust, dated September 23,
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
CIS Investments, Inc.,
Managing Owner of JWH Global Trust
September 23, 1997
Page 3
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 by us, we have assumed that (i) all
signatures on documents examined by us are genuine, (ii) all documents
submitted 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 opinion 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
CIS Investments, Inc.,
Managing Owner of JWH Global Trust
September 23, 1997
Page 4
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
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
CIS Investments, Inc.
Managing Owner of JWH Global Trust
September 23, 1997
Page 5
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 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,
RICHARDS, LAYTON & FINGER
MIL/MM/mab