Registration of Securities by a Small-Business Issuer — Form SB-2
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SB-2 Registration of Securities by a Small-Business HTML 590K
Issuer
2: EX-3.1 Articles of Incorporation/Organization or By-Laws 1 10K
3: EX-3.2 Articles of Incorporation/Organization or By-Laws 43 215K
4: EX-4.1 Instrument Defining the Rights of Security Holders 2 10K
5: EX-4.2 Instrument Defining the Rights of Security Holders 8 42K
6: EX-4.3 Instrument Defining the Rights of Security Holders 8 37K
7: EX-5.1 Opinion re: Legality 2 15K
8: EX-8.1 Opinion re: Tax Matters 2 15K
9: EX-10.1 Material Contract 5 24K
18: EX-10.10 Material Contract 7 32K
10: EX-10.2 Material Contract 5 24K
11: EX-10.3 Material Contract 6 27K
12: EX-10.4 Material Contract 6 26K
13: EX-10.5 Material Contract 3 15K
14: EX-10.6 Material Contract 24 79K
15: EX-10.7 Material Contract 6 27K
16: EX-10.8 Material Contract 13 53K
17: EX-10.9 Material Contract 7 32K
19: EX-23.1 Consent of Experts or Counsel 1 10K
EX-8.1 — Opinion re: Tax Matters
| EX-8.1 | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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Exhibit 8.1
BROWN, WINICK, GRAVES, GROSS,
BASKERVILLE AND SCHOENEBAUM, P.L.C.
ATTORNEYS AT LAW
[Enlarge/Download Table]
666 GRAND AVENUE, SUITE 2000 Richard W. Baskerville Sean P. Moore Brian P. Rickert Patents and Trademarks
DES MOINES, IOWA 50309-2510 Bruce Graves Nancy S. Boyd Valerie D. Bandstra G. Brian Pingel
Steven C. Schoenebaum James L. Pray Alexander M. Johnson Camille L. Urban
Harold N. Schneebeck Brenton D. Soderstrum James S. Niblock
TELEPHONE: (515) 242-2400 Paul D. Hietbrink Michael D. Treinen Ann Holden Kendell
FACSIMILE: (515) 283-0231 William C. Brown Scott L. Long Rebecca A. Brommel
Richard K. Updegraff Ronni F. Begleiter Kelly K. Helwig
Paul E. Carey Miranda L. Hughes Mark E. Roth
URL: www.ialawyers.com Douglas E. Gross Kelly D. Hamborg Tina R. Thompson
John D. Hunter William E. Hanigan Brian M. Green
James H. Gilliam Mary A. Ericson Dustin D. Smith Of Counsel:
Robert D. Andeweg Barbara B. Burnett Adam W. Jones Marvin Winick
Offices in: Alice Eastman Helle Michael J. Green Catherine C. Cownie
West Des Moines, Iowa Michael R. Blaser Michael A. Dee Erick D. Prohs
Pella, Iowa Thomas D. Johnson Danielle Dixon Smid Laura N. Martino
Christopher R. Sackett Deborah J. Schmudlach Amy R. Piepmeier Walter R. Brown (1921-2000)
WRITER'S DIRECT DIAL NO.
(515) 242-2416
WRITER'S E-MAIL ADDRESS
carey@ialawyers.com
May 24, 2005
Board of Directors
Advanced BioEnergy, LLC
910 9th Street
Fairmont, NE 68354
Re: 2005 Registration Statement on Form SB-2; Tax Matters
Dear Sirs:
As counsel for Advanced BioEnergy, LLC, (the "Company"), we furnish the
following opinion in connection with the proposed issuance by the Company of up
to 6,732,500 of its membership interests (the "Units").
We have acted as legal counsel to the Company in connection with its offering of
the Units. As such, we have participated in the preparation and filing with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
of a Form SB-2 Registration Statement dated May ___, 2005 relating to that
offering (the "Registration Statement").
You have requested our opinion as to matters of federal tax law that are
described in the Registration Statement. We are assuming that the offering will
be consummated and that the operations of the Company will be conducted in a
manner consistent with that described in the Registration Statement. We have
examined the Registration Statement and such other documents as we have deemed
necessary to render our opinion expressed below.
Based on the foregoing, all statements as to matters of law and legal
conclusions contained in the Registration Statement under the heading "Federal
Income Tax Consequences of Owning Our Units" reflect our opinion unless
otherwise noted. That section of the Registration Statement is a general
description of the principal federal income tax consequences that are expected
to arise from the ownership and disposition of Units, insofar as it relates to
matters of law and legal conclusions. That section also addresses all material
federal income tax consequences to prospective unit holders of the ownership and
disposition of units.
May 24, 2005
Page 2
Our opinion extends only to matters of law and does not extend to matters of
fact. With limited exceptions, the discussion relates only to individual
citizens and residents of the United States and has limited applicability to
corporations, trusts, estates or nonresident aliens. The opinion expressed
herein shall be effective only as of the date of this opinion letter. The
opinion set forth herein is based upon known facts and existing law and
regulations, all of which are subject to change prospectively and retroactively.
We assume no obligation to revise or supplement such opinions as to future
changes of law or fact.
An opinion of legal counsel represents an expression of legal counsel's
professional judgment regarding the subject matter of the opinion. It is neither
a guarantee of the indicated result nor is it an undertaking to defend the
indicated result should it be challenged by the Internal Revenue Service. This
opinion is in no way binding on the Internal Revenue Service or on any court of
law.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm in the Registration Statement.
Yours truly,
Paul E. Carey
Dates Referenced Herein
| Referenced-On Page |
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| This ‘SB-2’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 5/27/05 | | | | | | | None on these Dates |
| | 5/24/05 | | 1 | | 2 |
| List all Filings |
1 Subsequent Filing that References this Filing
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