EX-5.01 3 s116064_ex5-01.htm EXHIBIT 5.01

 

Exhibit 5.01

 

[Letterhead of Richards, Layton & Finger, P.A.]

 

February 13, 2019

 

Millburn Ridgefield Corporation,

Managing Owner of the Global

Macro Trust

1270 Avenue of the Americas, 11th Floor

New York, New York 10020

 

Re:Global Macro Trust

 

Ladies and Gentlemen:

 

We have acted as special Delaware counsel for the Global Macro Trust, a Delaware statutory trust (the "Trust"), in connection with the matters set forth herein. At your request, this opinion is being furnished to you.

 

For purposes of giving the opinions hereinafter set forth, our examination of documents has been limited to the examination of executed or conformed counterparts, or copies otherwise proved to our satisfaction, of the following:

 

(a)       The Certificate of Trust of the Trust, dated July 23, 2001 (the "Certificate"), as filed in the office of the Secretary of State of the State of Delaware (the "Secretary of State") on July 23, 2001;

 

(b)       The Declaration and Agreement of Trust of the Trust, dated as of July 23, 2001;

 

(c)       The Amended and Restated Declaration of Trust and Trust Agreement of the Trust, dated as of April 1, 2002;

 

(d)       The Second Amended and Restated Declaration of Trust and Trust Agreement of the Trust, dated as of February 11, 2003;

 

(e)       The Third Amended and Restated Declaration of Trust and Trust Agreement of the Trust, dated as of November 12, 2003;

 

(f)       The Fourth Amended and Restated Declaration of Trust and Trust Agreement of the Trust, dated as of August 12, 2009;

 

(g)       The Fifth Amended and Restated Declaration of Trust and Trust Agreement, dated as of August 29, 2017 (the "Agreement");

 

 

 

Millburn Ridgefield Corporation

February 13, 2019

Page 2

 

(h)       The Registration Statement on Form S-1 (the "Registration Statement"), including a related preliminary prospectus (the "Prospectus"), relating to Units of the Trust representing beneficial interests in the Trust (the "Units"), as proposed to be filed by the Trust with the Securities and Exchange Commission on or about February 13, 2019;

 

(i)       A form of Subscription Agreement, including a Subscription Agreement Signature Page of the Trust (the "Subscription Agreement"), attached to the Prospectus as Exhibit "C"; and

 

(j)       A Certificate of Good Standing for the Trust, dated February 13, 2019, obtained from the Secretary of State.

 

Initially capitalized terms used herein and not otherwise defined are used as defined in the Agreement.

 

For purposes of this opinion, we have not reviewed any documents other than the documents listed above, and we have assumed that there exists no provision in any document not listed above that bears upon or is inconsistent with the opinions stated herein. We have conducted no independent factual investigation of our own, but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects.

 

With respect to all documents examined by us, we have assumed that (i) all signatures on documents examined by us are genuine, (ii) all documents submitted to us as originals are authentic, and (iii) all documents submitted to us as copies conform with the original copies of those documents.

 

For purposes of this opinion, we have assumed (i) the due authorization, execution and delivery by all parties thereto of all documents examined by us, including, without limitation, the Agreement by each beneficial owner of the Trust and the Trustee, the Certificate by the Trustee and the Subscription Agreement by each Unitholder (as defined below), (ii) that after the issuance and sale of the Units under the Registration Statement and the Agreement, the dollar amount of the Units issued by the Trust will equal or exceed the minimum, and the dollar amount of the Units issued and reserved for issuance by the Trust will not exceed the maximum, dollar amount of the Units which may be issued by the Trust under the Registration Statement and the Agreement, (iii) that the Agreement constitutes the entire agreement among the parties thereto with respect to the subject matter thereof, including with respect to the admission of beneficial owners to, and the creation, operation and termination of, the Trust, and that the Agreement and the Certificate are in full force and effect, have not been amended and no amendment of the Agreement or the Certificate is pending or has been proposed, (iv) except for the due creation and valid existence in good standing of the Trust as a statutory trust under the Delaware Statutory Trust Act (12 Del. C. § 3801, et seq.) (the "Act"), the due creation, organization or formation, as the case may be, and valid existence in good standing of each party to the documents examined by us under the laws of the jurisdiction governing its creation, organization or formation and the capacity of persons and entities who are parties to the documents examined by us, and (v) that any amendment or restatement of any document reviewed by us has been accomplished in accordance with, and was permitted by, the relevant provisions of said document prior to its amendment or restatement from time to time. Insofar as the opinions expressed herein relate to the Units and persons and entities to be admitted to the Trust as beneficial owners of the Trust in connection with the Registration Statement (the "Unitholders"), the opinions expressed herein relate solely to the Unitholders and the Units to be issued in connection with the Prospectus. We have not participated in the preparation of the Registration Statement and assume no responsibility for its contents.

 

 

 

Millburn Ridgefield Corporation

February 13, 2019

Page 3

 

This opinion is limited to the laws of the State of Delaware (excluding the securities laws of the State of Delaware), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto. Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder which are currently in effect.

 

Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that:

 

1.       The Trust has been duly created and is validly existing in good standing as a statutory trust under the Act.

 

2.       Assuming (i) that the Managing Owner has taken all corporate action required to be taken by it to authorize the issuance and sale of Units to the Unitholders and to authorize the admission to the Trust of the Unitholders as beneficial owners of the Trust, (ii) the due authorization, execution and delivery to the Managing Owner of a Subscription Agreement by each Unitholder, (iii) the due acceptance by the Managing Owner of each Subscription Agreement and the due acceptance by the Managing Owner of the admission of the Unitholders as beneficial owners of the Trust to the Trust, (iv) the payment by each Unitholder to the Trust of the full consideration due from it for the Units subscribed to by it, (v) the due authorization, execution and delivery by all parties thereto, including the Unitholders as beneficial owners of the Trust, of the Agreement, (vi) that the books and records of the Trust set forth all information required by the Agreement and the Act, including all information with respect to all persons and entities to be admitted as Unitholders and their contributions to the Trust, and (vii) that the Units are offered and sold as described in the Registration Statement and the Agreement, the Units to be issued to the Unitholders will be validly issued and, subject to the qualifications set forth herein, will be fully paid and nonassessable beneficial interests in the Trust, as to which the Unitholders, as beneficial owners of the Trust, will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware, subject to the obligation of a Unitholder to make payments provided for in the Agreement and to repay any funds wrongfully distributed to it from the Trust.

 

 

 

Millburn Ridgefield Corporation

February 13, 2019

Page 4

 

We understand that you will file this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement to be filed by you under the Securities Act of 1933, as amended. In connection with the foregoing, we hereby consent to the filing of this opinion with the Securities and Exchange Commission. We hereby consent to the use of our name under the heading "Legal Matters" in the Prospectus. In giving the foregoing consents, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, or the rules and regulations of the Securities and Exchange Commission thereunder.

 

  Very truly yours,
   
  /s/ Richards, Layton & Finger, P.A.

 

BJK/RSK