Legal Opinion
(IPO Closing) (Underwriter's Counsel)

Summary

This template opinion may be used in an initial public offering (IPO) by underwriter’s counsel to express legal conclusions about the offering. Delivery of this opinion to the underwriters is a condition to closing in the underwriting agreement for an IPO. This template includes practical guidance, drafting notes, and optional clauses. The opinion will be addressed to the lead underwriter(s) on behalf of the underwriters. The opinions to be delivered by underwriters’ counsel are less extensive that the opinions given by company counsel and typically are customary in nature. Also, the form of opinion usually is based on the underwriters’ standard form. Accordingly, there usually is not substantial negotiation over the opinion. However, this template should be tailored to the circumstances of the company and the offering. For a full listing of related due diligence for securities offerings content, see Due Diligence for Securities Offerings Resource Kit. For further information on legal ...