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EXHIBIT 5.01(b)
[SIDLEY & AUSTIN LETTERHEAD]
November 8, 2000
Sidley & Austin
875 Third Avenue
New York, New York 10022
Re: Campbell Alternative Asset Trust
Gentlemen:
We have acted as special Delaware counsel for Campbell Alternative Asset
Trust (formerly known as Campbell Asset Allocation Trust), a Delaware business
trust (the "Trust"), in connection with the matters set forth herein. At your
request, this opinion is being furnished to you.
For purposes of giving 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 Certificate of Trust of the Trust, dated May 1, 2000, as filed
in the office of the Secretary of State of the State of Delaware (the
"Secretary of State") on May 3, 2000;
(b) The Declaration and Agreement of Trust of the Trust, dated as of
May 1, 2000;
(c) The Certificate of Amendment of the Trust, dated October 16, 2000
(the "Certificate of Trust"), as filed in the Office of the Secretary of
State on October 16, 2000;
(d) Amendment No. 1 to the Declaration and Agreement of Trust of the
Trust, dated as of October 16, 2000;
(e) The registration statement (the "Registration Statement") on Form
S-1, filed by the Trust with the Securities and Exchange Commission on May
22, 2000, as amended by Pre-Effective Amendment No. 1 to the Registration
Statement, filed on or about November 8, 2000, relating to the issuance of
$50,000,000 of Units of Beneficial Interest;
(f) A form of Amended and Restated Declaration of Trust and Trust
Agreement of the Trust (the "Agreement"), attached to the Registration
Statement as Exhibit "A";
(g) A form of Subscription Agreement and Power of Attorney, including
a Subscription Agreement and Power of Attorney Signature Page of the Trust
(the "Subscription Agreement"), attached to the Registration Statement as
Exhibit "D"; and
(h) A Certificate of Good Standing for the Trust, dated November 7,
2000, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined are used
as defined in the Agreement.
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November 8, 2000
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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 on documents examined by us are genuine, (ii) all documents submitted
to us as originals are authentic, and (iii) all documents submitted to us as
copies conform with 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 of all documents examined by us,
including, without limitation, the Agreement by each beneficial owner of the
Trust and the Trustee, the Certificate by the Trustee and the Subscription
Agreement by each Unitholder (as defined below), (ii) that after the issuance
and sale of beneficial interests of the Trust (the "Units") under the
Registration Statement and the Agreement, the dollar amount of the Units issued
by the Trust will equal or exceed the minimum, and the dollar amount of the
Units issued and reserved for issuance by the Trust will not exceed the maximum,
dollar amount of the Units which may be issued by the Trust under the
Registration Statement and the Agreement, (iii) 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 Trust 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 (iv) except for the due creation and valid existence in good standing of the
Trust as a business trust under the Delaware Business Trust Act (12 Del.C. sec.
3801, et seq.) (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. Insofar as the opinions expressed
herein relate to the Units and persons and entities to be admitted to the Trust
as beneficial owners of the Trust in connection with the Registration Statement
(the "Unitholders"), the opinions expressed herein relate solely to the
Unitholders and the Units to be issued in connection with the Registration
Statement. We have not participated in the preparation of the Registration
Statement and assume no responsibility for its contents.
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.
Based upon the foregoing, and upon our examination of such questions of law
and statutes of the State of Delaware 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 created and is validly existing in good
standing as a business trust under the Act.
2. When (i) the Managing Owner has taken all corporate action required
to be taken by it to authorize the issuance and sale of Units to the
Unitholders and to authorize the admission to the Trust of the Unitholders
as beneficial owners of the Trust, (ii) a Subscription Agreement has been
duly authorized, executed and delivered by each Unitholder and delivered to
the Managing Owner, (iii) the Managing Owner has duly accepted each
Subscription Agreement and has duly accepted the
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November 8, 2000
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admission of the Unitholders as beneficial owners of the Trust to the
Trust, (iv) each Unitholder has paid to the Trust the full consideration
due from it for the Units subscribed to by it, (v) each of the parties to
the Agreement, including the Unitholders as beneficial owners of the Trust,
have duly authorized, executed and delivered the Agreement, (vi) the books
and records of the Trust set forth all information required by the
Agreement and the Act, including all information with respect to all
persons and entities to be admitted as Unitholders and their contributions
to the Trust, and (vii) the Units are offered and sold as described in the
Registration Statement and the Agreement, the Units to be issued to the
Unitholders will be validly issued and, subject to the qualifications set
forth herein, 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 contributions required to be made by it to the
Trust, to make other payments provided for in the Agreement and to repay
any funds wrongfully distributed to it from the Trust.
We understand that you will rely as to matters of Delaware law upon this
opinion in connection with an opinion to be submitted by you to the Trust and
filed by it with the Securities and Exchange Commission as an exhibit to the
Registration Statement in connection with the filing by the Trust of the
Registration Statement under the Securities Act of 1933, as amended. In
connection with such opinion, we hereby consent to your relying as to matters of
Delaware law upon this opinion. This opinion is rendered solely for your benefit
in connection with the foregoing. We hereby consent to the use of this opinion
as an exhibit to the Registration Statement and to the use of our name under the
heading "Legal Matters" in the Prospectus. In giving the foregoing consent, we
do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the rules and
regulations of the Securities and Exchange Commission thereunder. Except as
stated above, without our prior consent, this opinion may not be furnished or
quoted to, or relied upon by, any other person or entity for any purpose.
Very truly yours,
/Richards, Layton & Finger, P.A./
DKD/jmb
