EXHIBIT NO. 5.1
OPINION OF HENDERSON & LYMAN
[HENDERSON & LYMAN LETTERHEAD]
May 6, 2003
Beeland Management Company, L.L.C.
1000 Hart Road, Suite 210
Barrington, Illinois 60010
RE: ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P. UNITS OF LIMITED PARTNERSHIP
INTEREST
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-1 (the "Registration
Statement"), filed on the date hereof by Rogers International Raw Materials
Fund, L.P., an Illinois limited partnership (the "Partnership"), under the
Securities Act of 1933 (the "1933 Act"), with the Securities and Exchange
Commission, relating to the registration under the 1933 Act of $2,000,000 of
units of Limited Partnership Interest (the "Units"). For purposes of expressing
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 Second Amended
and Restated Agreement of Limited Partnership of the Partnership, dated as of
August 15, 2001, attached to the Registration Statement as Exhibit "A"; (b) The
Registration Statement; (c) A form of Subscription Agreement and Power of
Attorney, including a Subscription Agreement and Power of Attorney Signature
Page of the Partnership (the "Subscription Agreement"), attached to the
Registration Statement as Exhibit "B"; and (d) A Certificate of Good Standing
for the Partnership ("Certificate") obtained from the Illinois Secretary of
State. Initially capitalized terms used herein and not otherwise defined are
used as defined in the Registration Statement.
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 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
examined by us, we have assumed that (i) all signatures of parties except for
the Partnership on documents examined by us are genuine, and (ii) all documents
submitted to us as copies conform to 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 except for the Partnership of all
documents examined by us, (ii) 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 Partnership 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,
and (iii) except for the due creation and valid existence in good standing of
the Partnership as a business Partnership under the Illinois Revised Uniform
Limited Partnership Act (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 the capacity of persons
and entities who are parties to the documents examined by us.
Based upon the foregoing, and upon our examination of such questions of
law and statutes 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 Partnership has been duly created and is validly
existing in good standing as a limited partnership under the Act.
2. Assuming (i) the due authorization, execution and delivery
to the General Partner of a Subscription Agreement by each holder of
Units, (ii) the due acceptance by the General Partner of each
Subscription Agreement and the due acceptance by the General Partner of
the admission of the holders of Units as beneficial owners of the
Partnership to the Partnership, (iii) the payment by each holder of
Units to the Partnership of the full consideration due from it for the
Units subscribed to by it, (iv) that the books and records of the
Partnership include all information with respect to persons and
entities to be admitted as holders of Units and their contributions to
the Partnership, and (v) that the Units are offered and sold as
described in the Registration Statement and the Agreement, the Units
will be validly issued and, subject to the qualifications set forth
herein, will be fully paid and nonassessable beneficial interests in
the Partnership, as to which the holders of Units, as beneficial owners
of the Partnership, will be entitled to the same limitation of personal
liability extended to stockholders of private corporations for profit.
We do not find it necessary for the purposes of this opinion
to cover, and accordingly we express no opinion as to, the application
of the securities or blue sky laws of the various states to the sale of
the Units. This opinion speaks as of the date hereof, and we assume no
obligation to update this opinion as of any future date. 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. This opinion shall not be used by any
other person for any purpose without our written consent.
Very truly yours,
/s/ HENDERSON & LYMAN
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