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EXHIBIT 8.01
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: Registration Statement on Form S-1
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Dear Sir or Madam:
We have acted as your counsel in connection with the preparation and
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended, of the Registration Statement on Form S-1 filed with the
Securities and Exchange Commission on or about December 24, 1998 (the
"Registration Statement"), relating to Units of Limited Partnership Interest
("Units") of Xxxxxxxx Strategic Allocation Fund, L.P. (the "Fund"), a limited
partnership organized under the Delaware Revised Uniform Limited Partnership
Act.
We have reviewed such data, documents, questions of law and fact and
other matters as we have deemed pertinent for the purpose of this opinion. Based
upon the foregoing, we hereby confirm our opinion that the description set forth
under the caption "Federal Income Tax Aspects" in the Prospectus (the
"Prospectus") constituting a part of the Registration Statement correctly
describes (subject to the uncertainties referred to therein) the material
aspects of the federal income tax treatment to a United States individual
taxpayer, as of the date hereof, of an investment in the Fund.
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
