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, LP
70 West Red Oak Lane
White Plains, NY 10604
Shaffer Diversified Fund, LP
Registration Statement on SEC Form S-1;
SEC File No. 333-46550
Dear Sirs:
We have acted as special counsel to Shaffer Diversified Fund, LP, 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. In addition, we have assumed (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) 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, (iii) that the
Subscribers, as limited partners of the Fund, do not participate in the control
of the business of the Fund, and (iv) that the Units are offered and sold as
described in the Registration Statement and the Limited Partnership Agreement,
in substantially the form attached as Exhibit A to the Statement of Additional
Information. 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 duly authorize the
issuance and sale of Units to the Subscribers (as defined below) and to
duly authorize the admission to the Fund of the limited partners of the
Fund.
3. The Units, when sold and issued in the manner and under the
conditions set forth in the Registration Statement, will be legally
issued when sold, will represent valid limited partnership interests in
the Fund, and 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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