Exhibit 5.1
SIDLEY & AUSTIN
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
Founded 1866
WASHINGTON, D.C. DALLAS
______ ______
LONDON LOS ANGELES
______ ______
SINGAPORE NEW YORK
______
TOKYO
March 22, 0000
Xxx Xxxxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Telephone 000 000 0000
Facsimile 312 853 7036
CIS Investments, Inc.
as a general partner of IDS Managed Futures, L.P.
000 Xxxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
IDS Futures Corporation
as a general partner of IDS Managed Futures, L.P.
IDS Tower 10
Xxxxxxxxxxx, Xxxxxxxxx 00000
RE: IDS MANAGED FUTURES, L.P.
UNITS OF LIMITED PARTNERSHIP INTEREST (THE "UNITS")
Dear Sir or Madam:
We refer to Post-Effective Amendment No. 5 to the Registration Statement
on Form S-1 (the "Registration Statement") filed by IDS Managed Futures,
L.P., a Delaware limited partnership (the "Partnership") with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the registration of Units of Limited
Partnership as set forth on the cover page of the prospectus included therein
(Reg. No. 33-86894). Capitalized terms not defined herein have the meanings
specified in the Registration Statement.
We are familiar with the proceedings to date with respect to the
proposed issuance and sale of the Units pursuant to the prospectus included
in the Registration Statement and have examined such records, documents and
questions of law, and satisfied ourselves as to such matters of fact, as we
have considered relevant and necessary as a basis for this opinion.
For purposes of rendering this opinion, we have assumed the genuineness
of all signatures, the legal capacity of natural persons, the authenticity of
all documents submitted to us as originals, the conformity to originals of
all documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such copies.
Based on the foregoing, we are of the opinion that:
1. The Partnership has been duly formed and is validly existing in good
standing as a limited partnership under the Delaware Revised Uniform Limited
Partnership Act (the "Act").
2. CIS Investments, Inc. has taken all corporate action required to be
taken by it to
SIDLEY & AUSTIN CHICAGO
CIS Investments, Inc.
March 22, 1999
Page 2
authorize the issuance and sale of the Units to prospective investors and to
authorize the admission to the Partnership of the persons purchasing Units as
limited partners of the Partnership.
3. IDS Futures Corporation has taken all corporate action required to be
taken by it to authorize the issuance and sale of the Units to prospective
investors and to authorize the admission to the Partnership of the persons
purchasing Units as limited partners of the Partnership.
4. Assuming (i) the due authorization, execution and delivery to the
General Partners of a Subscription Agreement and Power of Attorney (the
"Subscription Agreement") by each subscriber for Units (the "Subscribers"),
(ii) the due acceptance by the General Partners of each Subscription
Agreement and the due acceptance by the General Partners of the admission of
each of the Subscribers as a limited partner of the Partnership, (iii) the
payment by each Subscriber to the Partnership of the full consideration due
for the Units to which such Subscriber has subscribed, (iv) that the books
and records of the Partnership set forth all information required by the
Partnership's Limited Partnership Agreement and the Act, including all
information with respect to all persons and entities to be admitted as
limited partners and their contributions to the Partnership, (v) that the
Subscribers, as limited partners of the Partnership, do not participate in
the control of the business of the Partnership within the meaning of the Act,
(vi) that the Units are offered and sold as described in the prospectus
included in the Registration Statement and the Partnership's Limited
Partnership Agreement, (vii) that the Subscribers meet all of the applicable
suitability standards set forth in the prospectus included in the
Registration Statement and that the representations and warranties of the
Subscribers in their respective Subscription Agreements are true and correct
and (viii) that the Registration Statement shall have become effective under
the Securities Act, the Units to be issued to the Subscribers will represent
valid and legally issued limited partner interests in the Partnership and,
subject to the qualifications set forth below, will be fully paid and
nonassessable limited partner interests in the Partnership, as to which the
Subscribers, as limited partners of the Partnership, will have no liability
in excess of their obligations to make contributions to the Partnership,
their obligations to make other payments provided for in the Partnership's
Limited Partnership Agreement and their share of the Partnership's assets and
undistributed profits (subject to the obligation of a limited partner to
repay funds distributed to such limited partner by the Partnership in certain
circumstances).
5. There are no provisions in the Partnership's Limited Partnership
Agreement the inclusion of which, subject to the terms and conditions set
forth therein, would cause the limited partners, as limited partners of the
Partnership, to be deemed to be participating in the control of the business
of the Partnership within the meaning of the Act.
In giving this opinion, with respect to paragraph 3, we have relied
exclusively on the opinion dated on or about March 22, 1999 of Xxxxx X.
Xxxx, Vice President and Group Counsel of American Express Financial
Corporation, a copy of which is attached hereto, which is limited to the laws
of the State of Minnesota. The balance of this opinion is limited to the
Act and the General Corporation Law of the State of Delaware. We express no
opinion as to the application of the securities or blue sky laws of the
various states (including the State of Delaware) to the sale of the Units.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to all references to our firm included in or made
a part of the Registration Statement.
Very truly yours,
SIDLEY & AUSTIN
[American Express Financial Corporation Letterhead]
Sidley & Austin
Xxx Xxxxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Gentlemen:
This opinion is addressed to you in connection with the filing of
Post-Effective Amendment No. 5 to the Registration Statement on Form S-1
(Reg. No 33- 86894) filed by IDS Managed Futures, L.P. (the "Registration
Statement"), a Delaware limited partnership (the "Partnership") with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, on or about March 23, 1999, relating to the registration of Units of
Limited Partnership Interest in the Partnership ("Units"). Capitalized terms
not defined herein have the meanings specified in the Registration Statement.
I am familiar with the proceedings to date with respect to the proposed
issuance and sale of the Units pursuant to the prospectus included in the
Registration Statement and have examined such records, documents and
questions of law, and have satisfied myself as to such matters of fact, as I
have considered relevant and necessary as a basis for this opinion.
For purposes of rendering this opinion, I have assumed the genuineness
of all signatures, the legal capacity of natural persons, the authenticity of
all documents submitted to me as originals, the conformity to originals of
all documents submitted to me as certified or photostatic copies, and the
authenticity of the originals of such copies.
Based on the foregoing, I am of the opinion that:
1. IDS Futures Corporation is a corporation duly organized and validly
existing under the laws of the State of Minnesota.
2. IDS Futures Corporation has full corporate power and authority to
conduct its business as described in the Registration Statement and
prospectus which constitutes a part thereof.
3. IDS Futures Corporation has taken all corporate action required to be
taken by it to authorize the issuance and sale of the Units to prospective
investors and to authorize the admission to the Partnership of the persons
purchasing Units as limited partners of the Partnership.
I understand that you will rely as to matters of Minnesota law upon this
opinion in connection with an opinion to be submitted by you to the
Partnership and filed by it with the SEC as an exhibit to the Registration
Statement in connection with the filing of the Registration Statement under
the Securities Act of 1993, as amended. In connection with such opinion, I
hereby consent to your relying as to matters of Minnesota law upon this
opinion. This opinion is rendered solely for your benefit in connection with
the foregoing. I hereby consent to the use of this opinion as an exhibit to
the Registration Statement. Except as stated above, without my prior
consent, this opinion may not be furnished or quoted to, or relied upon by,
any other person or entity for any purpose.
Very truly yours,
/s/ Xxxxx X. Xxxx
Vice President and Group Counsel
