Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: S-3 Registration Statement for Securities Offered HTML 276K
Pursuant to a Transaction
2: EX-5.1 Opinion re: Legality HTML 9K
3: EX-8.1 Opinion re: Tax Matters HTML 8K
4: EX-23.1 Consent of Experts or Counsel HTML 6K
Re: Registration Statement on Form S-3 (SEC File No. 333- )
Ladies and Gentlemen:
We have acted as special counsel to Pope Resources, a Delaware limited partnership (the “Registrant”), in connection with the preparation of the registration statement on Form S-3 (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”)
on or around the date hereof, relating to the registration of the offering and sale (the “Offering”) of common units representing limited partner interests in the Partnership (the “Units”) to be offered and sold by the selling unitholders named in the Registration Statement.
In connection therewith, we have participated in the preparation of the discussion set forth under the caption “Material U.S. Federal Income Tax Considerations” in the Registration Statement (the “Discussion”). The Discussion, subject to the qualifications and assumptions stated therein and the limitations and qualifications set forth herein, constitutes our opinion as to the material United States federal income tax consequences for purchasers of the Units pursuant to the Offering.
This opinion letter is limited to the matters set forth herein, and no opinions are intended to be implied
or may be inferred beyond those expressly stated herein. We assume no obligation to update or supplement this opinion or any matter related to this opinion to reflect any change of fact, circumstances, or law after the effective date of the Registration Statement. In addition, our opinion is based on the assumption that the matter will be properly presented to the applicable court.
Furthermore, our opinion is not binding on the Internal Revenue Service or a court. In addition, we must note that our opinion represents merely our best legal judgment on the matters presented and that others may disagree with our conclusion. There can be no assurance that the Internal Revenue Service will not take a contrary position or that a court would agree with our opinion if litigated.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references
to our firm and this opinion contained in the Discussion. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 under the Securities Act of 1933, as amended, or under the rules and regulations of the SEC relating thereto, with respect to any part of the Registration Statement, including this exhibit to the Registration Statement.
