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
November 29, 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. 333-116566), as amended (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 7,500,000 shares of fractional
undivided beneficial interest in and ownership of the Oil Up Holding Trust
(the "Holding Shares") and 7,500,000 shares of fractional undivided beneficial
interest in and ownership of the Oil Up Tradeable Trust (the "Tradeable
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.
To MACRO Securities Depositor LLC
November 29, 2006
Page 2
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 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 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.
This opinion letter is furnished by us, as counsel for the Depositor,
solely for your benefit in connection with the formation of the Trusts and the
issuance of the Shares and may not be used for any other purpose or relied
upon by any other person other than you, without our prior written consent.
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
