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EXHIBIT 5.01
SIDLEY & AUSTIN
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
000 XXXXX XXXXXX
XXXXXXX XXX XXXX, XXX XXXX 00000 WASHINGTON, D.C.
------- TELEPHONE 000 000 0000 ------
DALLAS FACSIMILE 000 000 0000 LONDON
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LOS ANGELES FOUNDED 0000 XXXXXXXXX
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TOKYO
WRITER'S DIRECT NUMBER WRITER'S E-MAIL
ADDRESS
December 24, 1998
Xxxxxxxx & Company, Inc.
General Partner of
Xxxxxxxx Strategic Allocation Fund, L.P.
000 Xxxx Xxxxxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Re: Xxxxxxxx Strategic Allocation Fund, L.P.
Units of Limited Partnership
Interest (the "Units")
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Dear Sir or Madam:
We refer to the Registration Statement on Form S-1 filed by Xxxxxxxx
Strategic Allocation Fund, L.P. (the "Partnership") with the Securities and
Exchange Commission under the Securities Act of 1933 (the "Securities Act"), on
December 24, 1998 (the "Registration Statement"), relating to the registration
of Units of the Partnership as set forth on the cover page of the prospectus
included therein.
We are familiar with the proceedings to date with respect to the
proposed issuance and sale of the Units 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 of 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 original of 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").
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SIDLEY & AUSTIN NEW YORK
Xxxxxxxx & Company, Inc.
December 24, 1998
Page 2
2. The General Partner has taken all corporate action required to be
taken by it to authorize the issuance and sale of Units to the Subscribers (as
defined below) and to authorize the admission to the Partnership of the limited
partners of the Partnership.
3. Assuming (i) the due authorization, execution and delivery to the
General Partner of the Subscription Agreement by each subscriber for Units (the
"Subscribers"), (ii) the due acceptance by the General Partner of the admission
of the Subscribers as limited partners of the Partnership to the Partnership,
(iii) the payment by each Subscriber to the Partnership of the full
consideration due from it for the Units subscribed to by it, (iv) the due
authorization, execution and delivery by all parties thereto, including the
Subscribers as limited partners of the Partnership, of the Limited Partnership
Agreement, (v) that the books and records of the Partnership set forth all
information required by the Limited Partnership Agreement and the Act, including
all information with respect to all persons and entities to be admitted as
partners and their contributions to the Partnership, (vi) that the Subscribers,
as limited partners of the Partnership, do not participate in the control of the
business of the Partnership, and (vii) that the Units are offered and sold as
described in the Registration Statement and the Limited Partnership Agreement,
the Units to be issued to the Subscribers will represent valid limited partner
interests in the Partnership and, subject to the qualifications set forth
herein, 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
Limited Partnership Agreement and their share of the Partnership's assets and
undistributed profits (subject to the obligation of a Limited Partner to repay
any funds wrongfully distributed to it).
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 are members of the Bar of the States of Illinois, New York,
California and Texas and the District of Columbia and do not opine with respect
to the laws of any jurisdiction other than the States of Illinois, New York,
Texas, and California and of the District of Columbia, and the General
Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and all references to our firm included in or made a part
of the Registration Statement.
Very truly yours,
SIDLEY & AUSTIN
