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¶ – Release Delayed ·As Of Filer Filing For·On·As Docs:Size Issuer Agent 2/07/06 iShares Silver Trust S-1/A¶ 8:1.0M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: S-1/A Pre-Effective Amendment No. 2 to Form S-1 HTML 381K
8: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 12K
2: EX-4.1 Form of Depositary Trust Agreement HTML 156K
3: EX-4.2 Form of Authorized Participant Agreement HTML 146K
4: EX-5.1 Opinion of Clifford Chance Us LLP as to Legality HTML 12K
5: EX-8.1 Opinion of Clifford Chance Us LLP as to Tax HTML 13K
Matters
6: EX-10.1 Form of Custodian Agreement HTML 106K
7: EX-99.1 Opinion of Clifford Chance Limited Liability HTML 46K
Partnership
| Opinion of Clifford Chance US LLP as to legality |
Exhibit 5.1
Barclays Global Investors International, Inc.
45 Fremont Street
Re: iShares® Silver Trust
Ladies and Gentlemen:
We have served as counsel to Barclays Global Investors International, Inc. (“Sponsor”) in its capacity as sponsor of the iShares® Silver Trust (“Trust”) with respect to the formation of the Trust and the preparation and filing with the Securities and Exchange Commission of a Registration Statement on Form S-1 (Registration No. 333-125920) (the “Registration Statement”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”) of 13 million shares representing fractional undivided beneficial interests in the net assets of the Trust (the “Shares”).
In connection with the preparation of this opinion, we have examined copies of the following documents:
1. The form of Depositary Trust Agreement filed as Exhibit 4.1 to the Registration Statement, to be executed by the Sponsor and The Bank of New York, a New York banking corporation, as trustee (in such capacity, the “Trustee”).
2. The form of Custodian Agreement filed as Exhibit 10.1 to the Registration Statement, to be executed by the Trustee and JPMorgan Chase Bank N.A, London branch, a company incorporated with limited liability as a National Banking Association, as custodian (in such capacity, the “Custodian”).
3. The Registration Statement.
4. The form of Distribution Agreement filed as Exhibit 1.1 to the Registration Statement, to be executed by the Sponsor and Barclays Capital Inc. (the “Initial Purchaser”).
5. The form of the global certificate representing the Shares to be issued under the Depositary Trust Agreement.
6. Such other pertinent records or documents as we have deemed necessary or appropriate as a basis for the opinions set forth herein.
In rendering the opinions contained herein, we have relied with respect to certain factual matters solely upon the representations, certifications and other information contained in the documents
| Barclays Global Investors International, Inc. | Page 2 | |
| February 7, 2006 |
listed above. 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 any jurisdiction other than the State of New York.
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 the Shares, when issued in accordance with the terms of the Depositary Trust Agreement, including the receipt by the Custodian, on behalf of the Trustee, of the consideration required for the issuance of Shares, will be legally issued, fully paid and non-assessable.
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.
Very truly yours,
| This ‘S-1/A’ Filing | Date | Other Filings | ||
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| Filed on: | 2/7/06 | None on these Dates | ||
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