EXHIBIT 5.01
SIDLEY & AUSTIN
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
DALLAS One First National Plaza WASHINGTON, D.C.
------ Chicago, Illinois 60603 ------
LOS ANGELES Telephone 312 853 7000 LONDON
------ Facsimile 312 853 7036 ------
NEW YORK SINGAPORE
Founded 1866 ------
TOKYO
September 9, 1998
ProFutures, Inc.
as general partner of
ProFutures Bull & Bear Fund, L.P.
1310 Highway 620 South
Suite 200
Austin, Texas 78734
Re: ProFutures Bull & Bear Fund, L.P.
$60,000,000 of Units of
Limited Partnership Interest (the "Units")
-----------------------------------------
Dear Sir or Madam:
We refer to the Registration Statement on Form S-1 (the "Registration
Statement") filed by ProFutures Bull & Bear Fund, L.P., a Delaware limited
partnership (the "Partnership"), on or about September 10, 1998 with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), relating to the registration of $60,000,000 of Units of
the Partnership. Capitalized terms not defined herein have the meanings
specified in the Registration Statement.
We are familiar with the proceedings to date with respect to the
proposed issuance and sale of the Units pursuant to the Prospectus and 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 for this opinion.
For purposes of rendering this opinion, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
originals of all documents submitted to us as certified or photostatic copies,
and the authenticity of the originals of such copies.
Based on the foregoing, we are of the opinion that:
1. The Partnership has been duly formed and is validly existing in
good standing as a limited partnership under the Delaware Revised Uniform
Limited Partnership Act (the "Act").
2. The General Partner has taken all corporate action required to be
taken by it to authorize the issuance and sale of the Units to prospective
investors and to authorize the admission to the Partnership of the persons
purchasing Units as Limited Partners of the Partnership.
3. Assuming (i) the due authorization, execution and delivery to the
General Partner of a Subscription Agreement and Power of Attorney (the
"Subscription Agreement") by each subscriber for Units (the "Subscribers"), (ii)
the due acceptance by the General Partner of each Subscription Agreement and the
due acceptance by the General Partner of the admission of each of the
Subscribers as a Limited Partner of the Partnership, (iii) the payment by each
Subscriber to the Partnership of the full consideration due for the Units to
which such Subscriber has subscribed, (iv) that the books and records of the
Partnership set forth all information required by the Limited Partnership
Agreement and the Act, including
Sidley & Austin Chicago
ProFutures, Inc.
September 9, 1998
Page 2
all information with respect to all persons and entities to be admitted as
Limited Partners and their contributions to the Partnership, (v) that the
Subscribers, as Limited Partners of the Partnership, do not participate in the
control of the business of the Partnership within the meaning of the Act, (vi)
that the Units are offered and sold as described in the Prospectus and the
Limited Partnership Agreement and (vii) that the Subscribers meet all of the
applicable suitability standards set forth in the Prospectus and that the
representations and warranties of the Subscribers in their respective
Subscription Agreements are true and correct, the Units to be issued to the
Subscribers will represent valid and legally issued limited partner interests in
the Partnership and, subject to the qualifications set forth below, will be
fully paid and nonassessable limited partner interests in the Partnership, as to
which the Subscribers, as limited partners of the Partnership, will have no
liability in excess of their obligations to make contributions to the
Partnership, their obligations to make other payments provided for in the
Limited Partnership Agreement and their share of the Partnership's assets and
undistributed profits (subject to the obligation of a Limited Partner to repay
funds distributed to such Limited Partners by the Partnership in certain
circumstances).
4. There are no provisions in the Limited Partnership Agreement the
inclusion of which, subject to the terms and conditions set forth therein, would
cause the Limited Partners, as limited partners of the Partnership, to be deemed
to be participating in the control of the business of the Partnership within the
meaning of the Act.
This opinion is limited to the Act and the General Corporation Law of
the State of Delaware. 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 hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to all references to our firm included in or made a
part of the Registration Statement.
Very truly yours,
SIDLEY & AUSTIN