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[LETTERHEAD]
September 21, 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 2,000,000 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 that (i) 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") have appropriately completed, executed and delivered a
Subscription Agreement to the General Partner of the Partnership (the "General
Partner"), (ii) the General Partner has duly accepted such persons as limited
partners of the Partnership, (iii) each Limited Partner has paid to the
Partnership the full consideration due for the Units subscribed to by the
Limited Partner, (iv) the Limited Partners do not participate in the control of
the business of the Partnership, and (v) at least 100,000 Units are in fact
sold, as described in the Prospectus and the Partnership's Limited Partnership
Agreement (the "Agreement"), we are of the opinion that: (a) the Units to be
issued to the
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September 21, 2000
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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
/s/ WILDMAN, HARROLD, ALLEN & DIXON
