Legal Opinions in Securities Offerings Checklist

Summary

Issuer's counsel may use this checklist in preparing the opinion letter to be delivered at closing to either the underwriters of a securities offering registered under the Securities Act of 1933, as amended (Securities Act), or to the initial purchasers in an unregistered offering conducted pursuant to Rule 144A (17 C.F.R. § 230.144A). This checklist includes (1) practical guidance on drafting the opinion letter (for issuer's counsel) and reviewing it (for underwriters'/initial purchasers' counsel), (2) procedures necessary to support the various opinions, and (3) illustrative examples of the basic opinions typically requested as well as negative assurance (or 10b-5) language (which is a statement of counsel's belief rather than a legal opinion but will usually be requested to be provided by counsel in a letter as a condition to closing).