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EXHIBIT 8.01
SIDLEY & AUSTIN
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
WASHINGTON, D.C.
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DALLAS FACSIMILE ▇▇▇ ▇▇▇ ▇▇▇▇ SINGAPORE
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LOS ANGELES FOUNDED ▇▇▇▇ ▇▇▇▇▇
WRITER'S DIRECT NUMBER WRITER'S E-MAIL ADDRESS
June 17, 1999
▇▇▇▇▇▇▇▇ & Company, Inc.
General Partner of
▇▇▇▇▇▇▇▇ Strategic Allocation Fund, L.P.
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Re: Registration Statement on Form S-1
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 on or about June 17,
1999 (the "Registration Statement"), relating to Units of Limited Partnership
Interest ("Units") of ▇▇▇▇▇▇▇▇ 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 expressed under the caption
"Federal Income Tax Aspects" in the Prospectus (the "Prospectus") constituting a
part of the Registration Statement that the Fund will be taxed as a partnership
for federal income tax purposes.
We also advise you that in our opinion the description set forth under
the caption "Federal Income Tax Aspects" in the Prospectus 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
