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


This form of 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 form 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 form should be tailored to the circumstances of the company and the offering. For further information on legal opinions, see Legal Opinions for Securities Offerings, Legal Opinions in Securities Offerings Checklist, and IPO Key Documents. For other forms ...