Exhibit 5.1
CLIFFORD CHANCE US LLP
31 WEST 52ND STREET
TEL +1 212 878 8000
|
January 31, 2022
iShares® Delaware Trust Sponsor LLC
400 Howard Street
San Francisco, California 94105
Re: | iShares® Gold Trust |
Ladies and Gentlemen:
We have served as counsel to iShares® Delaware Trust Sponsor LLC, a Delaware limited liability company, in its capacity as the sponsor (in such capacity, the "Sponsor") of the iShares® Gold Trust (the "Trust") in connection with the preparation and filing on the date hereof with the Securities and Exchange Commission (the "Commission") of an automatic shelf Registration Statement on Form S-3 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), for the continuous offering of 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 Fifth Amended and Restated Depositary Trust Agreement (the "Depositary Trust Agreement"), dated as of January 31, 2022, between the Sponsor and The Bank of New York Mellon, a New York banking corporation, as trustee (in such capacity, the "Trustee"). |
2. | The Second Amended and Restated Custodian Agreement, dated December 22, 2016, between the Trustee and JPMorgan Chase Bank N.A., a national banking association acting through its London branch, as custodian (in such capacity, the "Custodian"). |
3. | Amendment Agreement to the Second Amended and Restated Custodian Agreement, dated June 30, 2020, between the Trustee and the Custodian. |
4. | The Registration Statement. |
5. | Such other records or documents as we have deemed necessary or appropriate as a basis for the opinion set forth herein. |
In such examination, we have assumed the following: (i) the authenticity of original documents and the genuineness of all signatures; (ii) the conformity to the originals of all documents submitted to us as copies; and (iii) the accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed.
| CLIFFORD CHANCE US LLP |
In rendering the opinion contained herein, we have relied with respect to certain factual matters solely upon the representations, certifications and other information contained in the documents listed in the second paragraph of this letter. 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. In giving this consent, we do not concede that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Clifford Chance US LLP
