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July 19, 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. (the "Partnership"), a limited partnership organized under the Illinois
Revised Uniform Limited Partnership Act (the "Act"), in connection with the
preparation and filing with the Securities and Exchange Commission ("SEC")
under the Securities Act of 1933, as amended, of a Registration Statement on
Form S-1 (the "Registration Statement"), relating to 200,000 units of limited
partnership interests in the Partnership (the "Units").
In this connection, we have examined originals or photostatic or
certified copies of all such documents, records, certificates and agreements
as we have deemed relevant and necessary as a basis for the opinions
hereinafter set forth.
On the basis of the foregoing and assuming (i) the due authorization,
execution and delivery to the General Partner of the Partnership (the
"General Partner") of a Subscription Agreement by those persons and entities
who subscribe for Units (the "Limited Partners") in the offering described in
the Prospectus which is included within the Registration Statement (the
"Prospectus"), (ii) the due acceptance by the General Partner of a
Subscription Agreement for each Limited Partner and the due acceptance by the
General Partner of the Limited Partners to the Partnership as limited
partners of the Partnership, (iii) the payment by each Limited Partner to the
Partnership of the full consideration due from the Limited Partner for the
Units subscribed to by the Limited Partner, (iv) that the books and records
of the Partnership set forth all information required by the Partnership's
Limited Partnership Agreement
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July 19, 2000
Page 2
(the "Agreement") and the Act, including all information with respect to all
persons and entities to be admitted as partners to the Partnership and their
contributions to the Partnership, (v) that the Limited Partners, as limited
partners of the Partnership, do not participate in the control of the
business of the Partnership, and (vi) that the Units are offered and sold,
and at least 10,000 Units are in fact sold, as described in the Prospectus
and the Agreement, we are of the opinion that: (a) the Units to be issued to
the Limited Partners have been duly authorized, and, when issued, will be
validly issued and outstanding, fully paid and nonassessable limited
partnership interests in the Partnership, and (b) the Limited Partners will
be entitled to all of the benefits of limited partners as provided in the
Agreement.
We hereby consent to the filing of this opinion with the SEC as an
exhibit to the Registration Statement. We also consent to the reference to
our firm under the caption "Legal Matters" in the Prospectus.
Very truly yours,
WILDMAN, HARROLD, ALLEN & DIXON
