EXHIBIT 8.01
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 8, 1998
ProFutures, Inc.
as general partner of
ProFutures Bull & Bear Fund, L.P.
1310 Highway 620 South
Suite 200
Austin, Texas 78734
Re: Registration Statement on Form S-1
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Dear Sir or Madam:
We have acted as your counsel in connection with the preparation and
filing with the Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended, of the Registration Statement on Form S-1 to
be filed with the SEC on or about September 8, 1998, (the "Registration
Statement"), relating to Units of Limited Partnership Interest ("Units") of
ProFutures Bull & Bear Fund, L.P. (the "Fund"), a limited partnership organized
under the Delaware Revised Uniform Limited Partnership Act.
We have reviewed such data, documents, questions of law and fact and
other matters as we have deemed pertinent for the purpose of this opinion. Based
upon the foregoing, we hereby confirm our opinions expressed under the caption
"Tax Consequences" in the Prospectus (the "Prospectus") constituting a part of
the Registration Statement that: (i) based on the type of income expected to be
earned by the Fund, the Fund will be taxed as a partnership for federal income
tax purposes; (ii) each Partner will be required to report on his tax return his
allocable share of the Fund's income, gains, losses, and deductions; (iii) based
on the contemplated trading activities of the Fund, the income earned by the
Fund will not constitute "unrelated business taxable income" under section 511
of the Code to employee benefit plans and other tax-exempt entities which
purchase Units; provided that such Units purchased by such plans and entities
are not "debt-financed" within the meaning of section 514 of the Code.
We also advise you that in our opinion the description set forth under
the caption "Tax Consequences" in the Prospectus correctly describes (subject to
the uncertainties referred to therein) the material aspects of the federal
income tax treatment to United States individual investors, as of the date
hereof, of an investment in the Fund.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the inclusion in the Prospectus of our opinion set
forth under the caption "Federal Income Tax Consequences."
Very truly yours,
SIDLEY & AUSTIN