EX-5.1 3 ex51weat.htm OPINION ON LEGALITY

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Exhibit 5.1
April 26, 2019
Teucrium Trading, LLC
as Sponsor to Teucrium Commodity Trust

Three Main Street, Suite 215 Burlington, VT 05401

Re:
Teucrium Commodity Trust, and
Teucrium Wheat Fund, a series of the Trust
Ladies and Gentlemen:
We have acted as counsel to Teucrium Commodity Trust, a Delaware statutory trust (the “Trust”), and to Teucrium Trading, LLC, a Delaware limited liability company (the “Sponsor”), in its capacity as the sponsor of the Trust, in connection with the filing with the Securities and Exchange Commission (“SEC”) of its Registration Statement on Form S-1 (the “Registration Statement”) relating to the issuance and sale by the Trust of 43,575,000 common units of fractional undivided beneficial interest (the “Shares”) in the Teucrium Wheat Fund, a series of the Trust (the “Fund”), under the Securities Act of 1933, as amended (the “1933 Act”).
You have requested our opinion as to the matters set forth below in connection with the filing of the Registration Statement. In connection with rendering this opinion, we have examined:
(a)
the Registration Statement;
(b)
the Certificate of Trust of the Trust, as filed with the Secretary of State of the State of Delaware (the “Secretary of State”) on September 11, 2009;
(c)
the Fifth Amended and Restated Declaration of Trust and Trust Agreement of the Trust, dated April 26, 2019, between the Sponsor and Wilmington Trust Company, a Delaware banking corporation, as trustee of the Trust;
(d)
the Instrument Establishing the Fund, dated March 29, 2011;
(e)
the Certificate of Formation of the Sponsor, as filed with the Secretary of State on July 28, 2009;
(f)
the Amended and Restated Limited Liability Company Agreement of the Sponsor, dated October 26, 2009, as amended by the First Amendment to the Amended and Restated Limited Liability Company Agreement of the Sponsor, dated September 30, 2011 and Second Amendment to the Amended and Restated Limited Liability Company Agreement of the Sponsor, dated May 24, 2012;
(g)
the action by the Executive Committee of the Sponsor acting on behalf of the Trust relating to the authorization, issuance, offer and sale of the Shares pursuant to the Registration Statement;
(h)
a form of Authorized Purchaser Agreement entered into by the Trust, the Sponsor and each Authorized Purchaser filed as an exhibit to the Registration Statement;
(i)
a Certificate of Good Standing for the Trust, dated April 18, 2019, obtained from the Secretary of State;
(j)
a Certificate of Good Standing for the Sponsor, dated April 18, 2019, obtained from the Secretary of State; and
(k)
such other instruments, documents and records of the Trust and others as we, in our professional judgment, have deemed necessary or appropriate as a basis for the opinion set forth below.
In examining the documents referred to above, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of documents purporting to be originals and the conformity to originals of all documents submitted to us as copies. As to questions of fact material to our opinion, we have relied (without investigation or independent confirmation) upon the representations contained in the above-described documents and on certificates and other communications from public officials, and officers and the Trustee of the Trust.
Our opinion, as set forth herein, is based on the facts in existence on the date hereof, and is limited to the Delaware Statutory Trust Act as in effect on the date hereof. We express no opinion with respect to any other laws or regulations.
Based upon and subject to the foregoing and the qualifications set forth below, we are of the opinion that (a) the Shares to be issued pursuant to the Registration Statement have been duly authorized for issuance by the Trust; and (b) when issued and paid for upon the terms provided in the Registration Statement, such Shares will be validly issued, fully paid and non-assessable.
This opinion is rendered solely for your use in connection with the filing of the Registration Statement and supersedes any previous opinions of this firm in connection with the issuance of the Shares. We hereby consent to the filing of this opinion with the SEC in connection with the Registration Statement. In giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations of the SEC thereunder. Except as specifically authorized above in this paragraph, this opinion is not to be quoted in whole or in part or otherwise referred to, nor is it to be filed with any government agency or any other person, without, in each case, our prior written consent. This opinion is given to you as of the date hereof, and we assume no obligation to advise you of any change that may hereafter be brought to our attention. The opinions expressed herein are matters of professional judgment and are not a guarantee of result.
Very truly yours,
/S/ VEDDER PRICE
VEDDER PRICE P.C.

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