Legal Opinions in Securities Offerings Checklist


Issuer’s counsel may use this checklist in preparing the opinion letter to be delivered at closing to either the underwriters of a securities offering registered under the Securities Act of 1933, as amended (Securities Act), or to the initial purchasers in an unregistered offering conducted pursuant to Rule 144A (17 CFR 230.144A). This checklist provides issuer’s counsel with steps to take before drafting the opinion letter and in conducting the review necessary to support the various opinions and includes illustrative examples of the basic opinions typically requested. It offers guidance for counsel to the underwriters or initial purchasers in reviewing the draft opinion letter of issuer’s counsel as well. This checklist also covers the negative assurance (or 10b-5) letter of issuer’s counsel, which although a statement of counsel’s belief rather than a legal opinion, will usually be requested to be provided as a condition to closing.