SAS 72 Attorney Letter


Summary

This form provides an opinion letter (often referred to as a “SAS 72 attorney letter” or a “SAS 72 opinion”) of agents’ counsel to the certified public accounting firm for the issuer to enable the accountants to deliver a comfort letter to the agents for a medium-term note (MTN) program registered under Section 5 of the Securities Act of 1933, as amended (15 USCS §77e) (Securities Act). The essence of this opinion is that the agents would be deemed to be “underwriters,” as defined in Section 2(a)(11) of the Securities Act, and, consequently, would have a due diligence defense in any action brought against them under Section 11(a) of the Securities Act. This form includes practical guidance and drafting notes.This form is appropriate for a registered MTN program conducted on either a firm commitment or agency basis, but will not be requested in an unregistered offering because the participants in the offering will not be subject to liability under Section 11. This form of opinion letter...