EXHIBIT 5.01
SIDLEY AUSTIN BROWN & WOOD LLP
BEIJING BANK ONE PLAZA LOS ANGELES
10 S. DEARBORN STREET
BRUSSELS CHICAGO, ILLINOIS 60603 NEW YORK
TELEPHONE 312 853 7000
CHICAGO FACSIMILE 312 853 7036 SAN FRANCISCO
www.Sidley.Com
DALLAS SHANGHAI
FOUNDED 1866
GENEVA SINGAPORE
HONG KONG TOKYO
LONDON WASHINGTON, D.C.
WRITER'S DIRECT NUMBER WRITER'S E-MAIL ADDRESS
(312) 853-7000
EXHIBIT 5.01
[FORM OF OPINION]
June ______, 2005
Man Investments (USA) Corp.
as Managing Member of Man-AHL 130, LLC
123 North Wacker Drive, 28th Floor
Chicago, Illinois 60606
Re: Man-AHL 130, LLC
Units of Limited Liability Company Interest (the "Units")
Dear Sir or Madam:
We refer to the Registration Statement on Form S-1 (the
"Registration Statement") filed by Man-AHL 130, LLC, a Delaware limited
liability company (the "Company"), with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Securities Act"), on or about
June ______, 2005, relating to the registration of an offering of four classes
of units in the Company (the "Units"), as set forth on the cover page of the
Registration Statement and described in the prospectus included therewith (the
"Prospectus").
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.
SIDLEY AUSTIN BROWN & WOOD LLP IS AN ILLINOIS LIMITED LIABILITY PARTNERSHIP
PRACTICING IN AFFILIATION WITH OTHER SIDLEY AUSTIN BROWN & WOOD PARTNERSHIPS
SIDLEY AUSTIN BROWN & WOOD LLP CHICAGO
Man Investments (USA) Corp.
June __, 2005
Page 2
Based on the foregoing, we are of the opinion that:
1. The Company has been duly formed and is validly existing in good
standing as a limited liability company under the Delaware Limited
Liability Company Act (the "Delaware Act").
2. The Company has taken all necessary action required to be taken
by it to authorize the issuance and sale of the Units to the members
of the Company (the "Members") and to authorize the admission to the
Company of the Members as members of the Company.
3. Assuming (i) the due authorization, execution and delivery to the
Managing Member or its delegate of a subscription agreement (the
"Subscription Agreement") by each subscriber for Units (the
"Subscribers"), (ii) the due acceptance by or on behalf of the
Managing Member of each Subscription Agreement and the due
acceptance by the Managing Member of the admission of each of the
Subscribers as members of the Company, (iii) the payment by each
Subscriber of the full consideration due for the Units to which it
subscribed, (iv) the due authorization, execution and delivery by
all parties thereto, including the Subscribers as Members of the
Company, of the Company's Limited Liability Company Agreement (the
"Company Agreement"), (v) that the books and records of the Company
set forth all information required by the Company Agreement and the
Delaware Act, including all information with respect to all persons
and entities to be admitted as Members and their contributions to
the Company, (vi) that the Units are offered and sold as described
in the Prospectus and the Company Agreement and (vi) 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 liability company
interests in the Company and will be fully paid and non-assessable
limited liability company interests in the Company, as to which the
Subscribers, as members of the Company, will have no liability in
excess of their obligations to make contributions to the Company and
their share of the Company's assets and undistributed profits
(subject to the obligation of a Member to repay funds wrongfully
distributed to such Member by the Company).
SIDLEY AUSTIN BROWN & WOOD LLP CHICAGO
Man Investments (USA) Corp.
June __, 2005
Page 2
This opinion is limited to the Securities Act and the Delaware Act.
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,