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EXHIBIT 5.01(a)
[SIDLEY & AUSTIN LETTERHEAD]
November 8, 2000
Campbell Alternative Asset Trust
c/o Campbell & Company, Inc.
Managing Owner
210 West Pennsylvania Avenue, Suite 770
Towson, Maryland 21204
Re: Campbell Alternative Asset Trust Units of Beneficial Interest
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-1 (the "Registration
Statement"), filed on May 22, 2000 by Campbell Alternative Asset Trust, formerly
Campbell Asset Allocation Trust, a Delaware business trust (the "Trust"), under
the Securities Act of 1933 (the "1933 Act"), with the Securities and Exchange
Commission (the "Commission"), and the Pre-Effective Amendment No. 1 to the
Registration Statement (the "Amendment"), filed on or about November 8, 2000 by
the Trust under the 1933 Act with the Commission, relating to the registration
under the 1933 Act of $50,000,000 of Units of Beneficial Interest (the "Units").
We are familiar with the proceedings to date with respect to the proposed
issuance and sale of the Units 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 the 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 original of copies.
In giving the opinion herein, we have relied, in part, on the opinion dated
November 8, 2000 of Messrs. Richards, Layton & Finger, Wilmington, Delaware (the
"RL&F Opinion"), a copy of which is attached hereto. Based upon the foregoing,
we are of the opinion that:
1. The Trust has been duly created and is validly existing in good
standing as a business trust under the Delaware Business Trust Act.
2. Campbell & Company, Inc., the managing owner of the Trust, has
taken all corporate action required to be taken by it to authorize the
issuance and sale of the Units to the Unitholders (as defined below) and to
authorize the admission to the Trust of the holders of Units of the Trust
(the "Unitholders").
3. The Units being offered for sale as described in the Registration
Statement and the Amendment, when sold in the manner and under the
conditions set forth therein, will be validly
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Campbell Alternative Asset Trust
November 8, 2000
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issued and, subject to the qualifications set forth herein and in the RL&F
Opinion, will be fully paid and nonassessable beneficial interests in the
Trust, as to which the Unitholders, as beneficial owners of the Trust, will
be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit, subject to the obligation
of a Unitholder to make payments provided for in Section 17(c) of the
Amended and Restated Declaration of Trust and Trust Agreement and to repay
any funds wrongfully distributed to it from the Trust.
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 (including the State of Delaware) to the
sale of the Units.
We are members of the Bar of the States of Illinois, New York, California
and Texas and the District of Columbia and do not opine with respect to the laws
of any other jurisdiction other than the States of Illinois, New York, Texas and
California and of the District of Columbia, and the General Corporation Law of
the State of Delaware.
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 the Amendment
and to all references to our firm included in or made a part of the Registration
Statement and the Amendment. This opinion shall not be used by any other person
for any purpose without our written consent.
Very truly yours,
SIDLEY & AUSTIN
