Xxxxxxx and Xxxxxx LLP
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
July 7, 2015
Elkhorn Securities, LLC
000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Re: Elkhorn Unit Trust, Series 2
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Ladies and Gentlemen:
We have served as counsel to Elkhorn Unit Trust, Series 2 (hereinafter
referred to as the "Fund"), in connection with the issuance, under the Reference
Trust Agreement dated the date hereof between Elkhorn Securities, LLC, as
Depositor, and The Bank of New York Mellon, as Trustee, of Units of fractional
undivided interest in the one or more Trusts of said Fund (hereinafter referred
to as the "Units").
In connection therewith, we have examined such pertinent records and
documents and matters of law as we have deemed necessary in order to enable us
to express the opinions hereinafter set forth. We have assumed the genuineness
of all agreements, instruments and documents submitted to us as originals and
the conformity to originals of all copies thereof submitted to us. We have also
assumed the genuineness of all signatures and the legal capacity of all persons
executing agreements, instruments and documents examined or relied upon by us.
In addition, we have made no specific inquiry as to whether any stop order or
investigatory proceedings have been commenced with respect to the Registration
Statement or the Depositor nor have we reviewed court or governmental agency
dockets.
Statements in this opinion as to the validity, binding effect and
enforceability of agreements, instruments and documents are subject: (i) to
limitations as to enforceability imposed by bankruptcy, reorganization,
moratorium, insolvency and other laws of general application relating to or
affecting the enforceability of creditors' rights, and (ii) to limitations under
equitable principles governing the availability of equitable remedies.
The opinions expressed herein are limited to the laws of the State of New
York. No opinion is expressed as to the effect that the law of any other
jurisdiction might have upon the subject matter of the opinions expressed herein
under applicable conflicts of law principles, rules or regulations or otherwise.
Based on and subject to the foregoing, we are of the opinion that:
1. The Reference Trust Agreement has been duly authorized and executed and
delivered by an authorized officer of the Depositor and is a valid and binding
obligation of the Depositor in accordance with its terms.
2. The establishment of book entry positions evidencing the Units in the
Trust(s) of the Fund have been duly authorized by the Depositor. Upon payment of
the consideration for the Units as provided in the Reference Trust Agreement and
the Registration Statement, the Units will be, when sold, validly issued and
purchasers of the Units will not have any obligation to make payments to the
Fund or its creditors (other than the purchase price for the Units) or
contributions to the Fund or its creditors solely by reason of the purchasers'
ownership of the Units.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 333-203452) relating to the Units referred to
above and to the use of our name and to the reference to our firm in said
Registration Statement and in the related Prospectus.
Respectfully submitted,
/s/ Xxxxxxx and Xxxxxx LLP
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XXXXXXX AND XXXXXX LLP
