Exhibit 5 Opinion


Summary

This template may be used to provide an opinion letter on the legality of shares being registered in an initial public offering (IPO). The letter states whether counsel believes that the shares, when sold, will be legally issued, fully-paid, and non-assessable. The opinion letter is required to be filed with the Securities and Exchange Commission (SEC). This template includes practical guidance and drafting notes. Item 601(b)(5) (17 C.F.R. § 229.601) of Regulation S-K under the Securities Act of 1933, as amended, requires that the company file an opinion on the legality of the securities being registered (also known as an Exhibit 5 opinion) as an exhibit to the registration statement. This opinion is given by the company’s counsel (usually its external counsel) and is based on counsel’s standard template. For a full listing of related due diligence for securities offerings content, see Due Diligence for Securities Offerings Resource Kit. For more on IPOs generally, see Initial Public ...