EXHIBIT 5.2
___________, 2004
The Frontier Fund
c/o Equinox Fund Management, LLC
1660 Lincoln Street, Suite 100
Denver, Colorado 80264
Re: The Frontier Fund
Ladies and Gentlemen:
We have acted as special Delaware counsel for The Frontier Fund, a
Delaware statutory trust (the "Trust"), in connection with the matters set forth
herein. At your request, this opinion is being furnished to you.
We have examined and relied upon such records, documents, certificates
and other instruments as in our judgment are necessary or appropriate to enable
us to render the opinions expressed below, including the following documents:
(a) a certified copy of the certificate of trust of Trust (the
"Certificate of Trust"), as filed with the office of the
Secretary of State of the State of Delaware (the "Secretary of
State") on August 8, 2003;
(b) the Trust Agreement, dated as of ______, 2003 (the "Initial Trust
Agreement"), among Equinox Fund Management, LLC, as managing
owner (the "Managing Owner"), and Wilmington Trust Company, as
trustee (the "Trustee");
(c) the registration statement on Form S-1 filed by the Trust with
the Securities and Exchange Commission on August 29, 2003 (the
"Registration Statement"), including a preliminary prospectus
(the "Prospectus") relating to the Balanced Series, Graham
Series, Beach Series, C-View Currency Series, Dunn Series and
Beacon Series units of beneficial interest in the Trust
(collectively, the "Limited Interests");
(d) a form of Amended and Restated Declaration of Trust and Trust
Agreement for the Trust (the "Trust Agreement"), to be entered
into by the Managing Owner, the Trustee, and the Unitholders from
time to time thereunder, attached as an exhibit to the
Registration Statement; and
The Frontier Fund
___________, 2004
Page 2
(e) a Certificate of Good Standing for the Trust, dated ___________,
2003, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined are
used as defined in the Trust Agreement.
As to various questions of fact material to our opinion, we have
relied upon the representations made in the foregoing documents and upon
certificates of officers of the Managing Owner.
Based upon the foregoing, and upon our examination of such questions
of laws and rules, regulations and orders thereunder 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 Trust has been duly formed and is validly existing as a
statutory trust under the Delaware Statutory Trust Act, 12 Del. C. (S) 3801 et
seq. (the "Act").
2. The Initial Trust Agreement is the legal, valid and binding
obligation of the Trustee and the Managing Owner, enforceable against the
Trustee and the Managing Owner, in accordance with its terms.
3. Assuming that (i) separate and distinct records are maintained
for each Series created pursuant to the Trust Agreement, (ii) the assets
associated with each Series are held and accounted for separately from the other
assets of the Trust, or any other Series, (iii) the notice of the limitation on
liabilities of a Series provided in Section 3804(a) of the Act is continuously
set forth in the Certificate of Trust and (iv) the Trust Agreement continuously
provides for those matters described in (i), (ii) and (iii) of this paragraph 3,
each Series shall be entitled to the benefits of the limitation on interseries
liability set forth in Section 3804(a) of the Act.
4. When sold to, delivered and paid for by the purchasers thereof in
accordance with the Trust Agreement and the Prospectus, the Units to be issued
by the Trust will be validly issued, fully paid and nonassessable units of
beneficial interest in the Trust. Limited Owners, as beneficial owners of the
Trust, will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit under the General Corporation
Law of the State of Delaware, subject to the obligation of a Limited Owner to
make certain payments provided for in the Trust Agreement.
The foregoing opinions are subject to the following exceptions,
qualifications and assumptions:
A. This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder which are currently in effect.
The Frontier Fund
___________,
2004 Page 3
B. For purposes of this opinion, we have assumed (i) that the Trust
Agreement and the Certificate of Trust will be in full force and effect and will
not be amended, (ii) the due organization or due formation, as the case may be,
and valid existence in good standing of each party to the documents (other than
the Trust) examined by us under the laws of the jurisdiction governing its
organization or formation, (iii) the legal capacity of natural persons who are
signatories to the documents examined by us, (iv) that each of the parties to
the documents (other than the Trust) examined by us has the power and authority
to execute and deliver, and to perform its obligations under, such documents,
(v) the due authorization, execution and delivery by all parties thereto of all
documents (other than the Trust) examined by us, and (vi) that the execution,
delivery and performance of the documents examined by us by each of the parties
thereto (other than the Trust) does not and will not violate or require any
consent or approval of, the withholding of objection on the part of, the giving
of notice to, the filing, registration or qualification with, or the taking of
any other action under, any agreement, indenture or instrument to which it is a
party or by which it is bound or any provision of any law, rule, regulation,
judgment, order, writ, injunction or decree of any court or governmental
authority applicable to it or any of its property.
C. The foregoing opinions regarding enforceability and the opinions
in paragraphs 3 and 4 above are subject to (i) applicable bankruptcy,
insolvency, moratorium, receivership, reorganization, fraudulent transfer and
similar laws relating to and affecting the rights and remedies of creditors
generally, (ii) principles of equity, including applicable law relating to
fiduciary duties (regardless of whether considered and applied in a proceeding
in equity or at law), and (iii) applicable public policy with respect to the
enforceability of provisions relating to indemnification or contribution.
D. With respect to all documents examined by us, we have assumed (i)
the authenticity of all documents submitted to us as originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.
E. We have not participated in the preparation of the Registration
Statement or the Prospectus and assume no responsibility for their contents.
We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. We hereby
consent to the use of our name under the heading "Legal Matters" in the
Prospectus. In giving the foregoing consents, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,