Legal Opinion
(Rule 144A and/or Regulation S Debt Offering) (Issuer's Counsel)


This form Legal Opinion is provided by the issuer’s legal counsel in connection with an unregistered offering of debt securities in reliance on Rule 144A and Regulation S. In a Rule 144A/Regulation S debt offering, the purchase agreement will include as a condition to closing the delivery to the initial purchasers of such a legal opinion. This form includes practical guidance, drafting notes, and optional clauses. Counsel to the initial purchasers will also typically deliver a legal opinion to the initial purchasers at the closing, which will cover items that are similar to those included in the opinion of issuer’s counsel, but may be narrower in scope, as the relevant firm is likely to be somewhat less familiar with the issuer and its business and affairs than issuer’s own counsel.For information on Rule 144A and Regulation S transactions, see Rule 144A / Regulation S Offerings Resource Kit, Rule 144A and Regulation S Requirements, and Rule 144A and Regulation S Debt Offerings ...