Legal Opinions for Securities Offerings

Summary

This practice note discusses the various legal opinions customarily delivered by attorneys for offerings of securities (1) registered under the Securities Act of 1933 (Securities Act), (registered offerings) and (2) conducted in reliance on an exemption from the registration requirements of the Securities Act (unregistered, or exempt, offerings). It also discusses negative assurance letters (often referred to as 10b-5 letters), which are statements of counsel's belief customarily required by financial intermediaries (e.g., underwriters) in securities offerings to help establish a defense against potential liability in private civil litigation actions instituted under the federal securities laws.