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Exhibit 8.01
[Form of Tax Opinion]
October 11, 2005
Man Investments (USA) Corp.
123 North Wacker Drive
28th Floor
Chicago, Illinois 60606
Re: Man-AHL 130, LLC
Amendment No. 1 to the Registration Statement on Form S-1
Dear Sir or Madame:
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 Amendment No. 1 to the Registration Statement on
Form S-1, to be filed with the SEC on or about October 11, 2005 (the
"Registration Statement"), of Man-AHL 130, LLC (the "Fund"), a limited liability
company formed under the Delaware Limited Liability Company 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 set forth under the caption "Tax
Consequences" in the Prospectus constituting a part of the Registration
Statement that the Fund will be treated as a partnership for federal income tax
purposes and not as an association taxable as a corporation or as a
"publicly-traded partnership" and that the summary of the tax consequences to an
individual United States taxpayer who invests in the Fund correctly describes
(subject to the uncertainties referred to therein) the material aspects of the
United States federal income tax treatment to a United States individual
taxpayer, as of the date hereof, of an investment in the Fund.
Our opinion represents our best legal judgment with respect to the proper
federal income tax treatment of the Fund and United States individual taxpayers
investing in the Fund,
SIDLEY AUSTIN BROWN & WOOD LLP NEW YORK
Man Investments (USA) Corp.
October 11, 2005
Page 2
based on the materials reviewed. Our opinion assumes the accuracy of the facts
as represented in documents reviewed or as described to us and could be affected
if any of the facts as so represented or described are inaccurate.
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,
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