EXHIBIT 5.1
SKADDEN, ARPS, SLATE, XXXXXXX & XXXX LLP
FOUR TIMES SQUARE
NEW YORK 10036-6522
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TEL: (000) 000-0000
FAX: (000) 000-0000
December 11, 2006
MACRO Securities Depositor, LLC
00 Xxxxx Xxxx Xxxxx # 0
Xxxxx, XX 00000
Re: Claymore MACROshares Oil Up Holding Trust
Claymore MACROshares Oil Up Tradeable Trust
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Dear Ladies and Gentlemen:
We have served as counsel to MACRO Securities Depositor, LLC
(the "Depositor"), in its capacity as depositor of the Claymore MACROshares Oil
Up Holding Trust (the "Oil Up Holding Trust") and the Claymore MACROshares
Oil UP Tradeable Trust (the "Oil Up Tradeable Trust," and, together with
the Oil Up Holding Trust, the "Trusts") in connection with the formation of
the Trusts and the preparation and filing of a Registration Statement on Form
S-1 (Registration No. 333-[ ]) (the "Registration Statement"), including the
prospectus included in Part I of the Registration Statement (the "Prospectus"),
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended, and the rules and regulations thereunder (collectively, the "1933
Act"). The Registration Statement relates to the proposed registration under
the 1933 Act of [ ] shares of fractional undivided beneficial interest
in and ownership of the Oil Up Holding Trust (the "Holding Shares") and
[ ] shares of fractional undivided beneficial interest in and ownership
of the Oil Up Tradeable Trust (the "Tradeable Shares," and, together with the
Holding Shares, the "Shares").
We have examined originals and copies, certified or otherwise
identified to our satisfaction, of all such agreements, certificates and other
statements of corporate officers and other representatives of the Depositor and
other documents as we have deemed necessary as a basis for this opinion. In
such examination, we have assumed the following: (i) the authenticity of
original documents and the genuineness of all signatures; (ii) the conformity
to the originals of all documents submitted to us as copies; and (iii) the
truth, accuracy and completeness of the information, representations and
warranties contained in the records, documents, instruments and certificates we
have reviewed.
We have, when relevant facts material to our opinion were not
independently established by us, relied to the extent we deemed such reliance
proper upon written or oral
MACRO Securities Depositor, LLC
December 11, 2006
Page 2
statements of officers and other representatives of the Depositor. We have not
made or undertaken to make any independent investigation to establish or verify
the accuracy or completeness of such factual representations, certifications
and other information.
We express no opinion as to matters of law in jurisdictions
other than the State of New York, the State of Delaware and the United States.
Except as otherwise expressly set forth in this letter, our
opinions are based solely upon the law and the facts as they exist on the date
hereof and we undertake no, and disclaim any, obligation to advise you of any
subsequent change in law or facts or circumstances which might affect any
matter or opinion set forth herein.
Based on the foregoing and subject to the qualifications set
forth in this letter, we are of the opinion that (i) the Holding Shares, when
issued in accordance with the terms of the Claymore MACROshares Oil Up
Holding Trust Agreement, dated November 24, 2006, among the Depositor,
Investors Bank & Trust Company, as trustee ("Trustee"), Claymore Securities
Inc. as the Administrative Agent (in such capacity, the "Administrative Agent")
and a Marketing Agent (in such capacity, a "Marketing Agent"), and MACRO
Financial, LLC as a Marketing Agent (a "Marketing Agent," and, together with
the additional Marketing Agent, the "Marketing Agents"), including the receipt
by the Trustee of the consideration required for the issuance of the Holding
Shares, will be duly and legally issued and will be fully paid and
non-assessable and (ii) the Tradeable Shares, when issued in accordance with
the terms of the Claymore MACROshares Oil Up Tradeable Trust Agreement, dated
November 24, 2006, among the Depositor, the Trustee, the Administrative Agent
and the Marketing Agents, including the receipt by the Trustee of the
consideration required for the issuance of the Tradeable Shares, will be duly
and legally issued and will be fully paid and non-assessable.
We hereby consent to the filing of this opinion letter as an
exhibit to the Registration Statement and to the use of our name where it
appears in the Registration Statement and the Prospectus.
Very truly yours,
/s/ Xxxxxxx, Arps, Slate, Xxxxxxx & Xxxx LLP
