Exhibit 5.1
Form of Opinion of Kurzman Karelsen and Frank, LLP
(relating to the legality of the Units)
Kurzman Karelsen & Frank, LLP
230 Park Avenue
New York, NY 10169
_______________, 2001
Shaffer Asset Management, Inc.
General Partner of Shaffer Diversified Fund, L.P.
70 West Red Oak Lane
White Plains, NY 10604
Shaffer Diversified Fund, L.P.
Registration Statement on SEC Form S-1;
SEC File No. 333-46550
Dear Sirs:
We have acted as special counsel to Shaffer Diversified Fund, L.P., a
Delaware limited partnership (the "Fund"), in connection with preparation and
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended, of a registration statement on Form S-1 (the "Registration
Statement") relating to the issuance and sale of a maximum of 25,000,000 units
of limited partnership interest (the "Units") in the Fund.
In connection therewith, we have examined such records, documents and
questions of law, and satisfied ourselves as to such matters of fact, as we have
considered relevant and necessary as a basis of this opinion. For the purposes
of rendering this opinion, we have assumed the genuineness of all signatures,
the legal capacity of all natural persons, the authenticity and completeness of
all documents submitted to us as originals, the conformity to authentic original
documents of all documents submitted to us as certified, conformed or
photostatic copies, and the authenticity of the originals of such latter
documents. As to any facts relevant to such opinions that were not independently
established, we have relied upon information and representations given to us
jointly and severally by the Fund and Shaffer Asset Management, Inc., a New York
corporation and the general partner of the Fund (the "General Partner").
Based on the foregoing and subject to the assumptions, limitations and
qualifications set forth herein, we are of the opinion that:
1. The Fund is a limited partnership duly organized, validly existing
and in good standing as such under the Revised Uniform Limited Partnership
Act of the State of Delaware (the "Act").
2. Shaffer Asset Management, Inc., a New York corporation and the
general partner of the Fund (the "General Partner") has taken all corporate
action required to be taken by it to authorize the issuance and sale of
Units to the Subscribers (as defined below) and to authorize the admission
to the Fund of the limited partners of the Fund.
3. Assuming (i) the due authorization, execution and delivery by each
subscriber for Units (each, a "Subscriber; collectively, the "Subscribers")
of the subscription agreement / power of attorney in substantially the form
attached as Exhibit C to the Statement of Additional Information forming
part of the Registration Statement (the "Statement of Additional
Information"), (ii) the due acceptance by the General Partner of the
admission to the Fund of the Subscribers as limited partners of the Fund,
(iii) the payment by each Subscriber to the Fund of the full consideration
due from it for the Units subscribed to by it, (iv) the due authorization,
execution and delivery by all parties thereto of the Limited Partnership
Agreement in substantially the form attached as Exhibit A to the Statement
of Additional Information, (v) that the books and records of the Fund set
forth all information required by the Limited Partnership Agreement and the
Act, including all information with respect to all persons and entities to
be admitted as partners and their contributions to the Fund, (vi) that the
Subscribers, as limited partners of the Fund, do not participate in the
control of the business of the Fund, and (vii) that the Units are offered
and sold as described in the Registration Statement and the Limited
Partnership Agreement, the Units to be issued to the Subscribers will be
legally issued when sold and will represent valid limited partnership
interests in the Fund, and subject to the qualifications set forth herein,
will be fully paid and non-assessable limited partnership interests in the
Fund.
We express no opinion as to the application of the securities or blue sky
laws of the various states (including the State of Delaware) to the sale of the
Units.
We are members of the Bar of the State of New York and we do not purport to
be experts in, and do not opine with respect to, the laws of any jurisdiction
other than the laws of the State of New York and the General Corporation Law of
the State of Delaware.
This opinion is given as of the date hereof. We assume no obligation to
update or supplement this opinion to reflect any facts or circumstances that may
hereafter come to our attention or any changes in laws that may hereafter occur.
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This opinion is solely for your benefit and may not be relied upon by any
person or for any other purpose without the prior written consent of this firm.
Without our prior written consent, you are not authorized to release or quote
this letter, or any part thereof, to any third party, nor is it to be filed with
any governmental agency or other person; notwithstanding the foregoing, we
hereby consent to the filing of this opinion as an Exhibit to the Registration
Statement and to the use of our name under the heading "Experts" in the
Prospectus.
Sincerely,
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