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Exhibit 8.1
[Wildman, Harrold Letterhead]
December 28, 2000
Rogers International Raw Materials Fund, L.P.
c/o Beeland Management Company, L.L.C.
1000 Hart Road
Barrington, Illinois 60010
Re: Rogers International Raw Materials Fund, L.P.
Ladies and Gentlemen:
We have acted as counsel for Rogers International Raw Materials Fund,
L.P., a limited partnership organized under the Illinois Revised Limited
Partnership Act (the "Fund"), in connection with the preparation and filing with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, of the Registration Statement on Form S-1 (the "Registration
Statement"), relating to the registration of 2,000,000 units of limited
partnership interests in the Fund. In so acting, we have reviewed such data,
documents, statutes and regulations and have considered such questions of law
and fact as we have deemed pertinent for purposes of this opinion. Based upon
the foregoing, we are of the opinion that the Fund will be classified as a
partnership for federal income tax purposes and not as an association taxable as
a corporation. In addition, we are of the opinion that the section entitled
"Federal Income Tax Aspects" in the Prospectus constituting part of the
Registration Statement fairly and accurately describes the material federal
income tax consequences to United States taxpayers that are individuals that
invest in the Fund.
The opinions rendered herein are issued in accordance with American Bar
Association Opinion No. 346 (Revised), dated January 29, 1982, and Section 10.33
of the United States Treasury Department Circular 230, dated November 23, 1984,
as amended, effective July 20, 1994.
We affirm, however, notwithstanding anything to the contrary in this
opinion, that in the preparation of this opinion, "further inquiry is not
required,"
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December 28, 2000
Page 2
as such phrase is used in ABA Formal Opinion 346 (Revised), and that we have
complied with all the requirements of Treasury Circular 230, as revised,
including without limitation, the specific requirements of Section
10.33(a)(1) of that Circular.
This opinion is based upon the facts as stated in the Registration
Statement, the current federal income tax law and regulations, the Fund's
Amended and Restated Limited Partnership Agreement (the "Limited Partnership
Agreement") and the following representations of the General Partner of the
Fund: (a) at all times the Fund will be operated in accordance with the Illinois
Revised Uniform Limited Partnership Act, as applicable, and the Limited
Partnership Agreement, (b) the aggregate deductions to be claimed by the
partners of the Fund as their distributive shares of the Fund's net losses for
the first two years of operation of the Fund will not exceed the amount of
equity capital invested in the Fund, (c) no creditor who makes a loan to the
Fund will have or acquire as a result of making the loan any direct or indirect
interest in the capital, profits or property of the Fund other than as a secured
creditor, and (d) interests in the Fund will not be (1) traded on an established
securities market, or (2) readily tradable on a secondary market (or the
substantial equivalent thereof). We are relying upon the facts stated in the
Prospectus which you have represented to us to be accurate and complete in all
material respects. Nothing contrary to or inconsistent with these
representations has come to our attention in the course of our consideration of
these matters. No tax ruling has been obtained from the Internal Revenue Service
confirming this treatment and the General Partner of the Fund does not intend to
request such a ruling.
Our opinion is based upon current law and published Internal Revenue
Service Rulings, Internal Revenue Service Procedures, Regulations and court
decisions (collectively, the "Published Interpretations"), all of which are
subject to change prospectively or retroactively. The opinions herein express
our best judgment of the law and the Published Interpretations, but our opinion
is not binding upon the Internal Revenue Service or the courts, either of which
may reach different conclusions than ours. We believe we have reasonably relied
upon the facts as represented by you. However, generally, the facts which you
have represented relate to future activities which you have predicted but which
you cannot assure. Any change in the facts, whether past or prospective, may
adversely affect our opinion. Further, we express no opinion as to whether the
Internal Revenue Service may successfully challenge factual determinations which
are made by you.
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December 28, 2000
Page 3
You have not analyzed the state and local income tax consequences
related to participation in the Fund and have so stated in the "Federal Income
Tax Aspects" section of the Prospectus. Consequently, you have not requested our
analysis or opinion of any aspect of the state and local tax consequences which
may flow from participation in the Fund, and no opinion with respect thereto is
expressed by us.
In connection with our rendering of the above opinions, please be
advised that we have examined only the documents indicated. We are members of
the Bar of the State of Illinois and do not hold ourselves out as experts on the
laws of any other state or foreign country. Our opinion is limited to the laws
of the State of Illinois and the Internal Revenue Code and the Published
Interpretations and we express no opinion as to any other laws, regulations or
advisory rulings.
This opinion is given to you as of the date hereof and we assume no
obligation to advise you of changes in law or fact subsequent to the date hereof
or of facts of which we become aware after the date hereof.
We hereby consent (i) to being named in the "Federal Income Tax
Aspects" section of the Prospectus as the attorneys who will render certain
opinions for the Fund related to certain federal income tax aspects related to
the Fund and an investment in the Fund, (ii) to the inclusion of this opinion as
an Exhibit 8 to the Registration Statement and (iii) to the inclusion of this
opinion as an exhibit to the registration statements to be filed with state
securities commissions.
Very truly yours,
/s/ Wildman, Harrold, Allen & Dixon
WILDMAN, HARROLD, ALLEN & DIXON
