This template 10b-5 letter (also called a negative assurance letter) may be used by counsel in an initial public offering (IPO) to state that, after reasonable investigation, nothing has come to their attention that leads them to believe the registration statement or prospectus contains a misleading statement or omission. This template contains practical guidance and drafting notes. The underwriters in an IPO usually require a 10b-5 letter from both the company's counsel and the underwriters' counsel as a condition to closing in the underwriting agreement. The 10b-5 letter is not a legal opinion, but is intended to assist the underwriters in ensuring that appropriate due diligence has been performed and in establishing their due diligence defense to liability under Sections 11 (15 U.S.C. § 77k) and 12 (15 U.S.C. § 77l) of the Securities Act of 1933, as amended, and Rule 10b-5 under the Securities Exchange Act of 1934, as amended. This template of 10b-5 letter would be issued by counsel ...