SAS 72 Attorney Letter


Summary

This template is a legal 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 registered medium-term note (MTN) program. This template includes practical guidance and drafting notes. The essence of the opinion is that the agents would be deemed to be "underwriters," as defined in Section 2(a)(11) (15 U.S.C. § 77e) of the Securities Act of 1933 (Securities Act), and, consequently, would have a due diligence defense under Section 11(b) of the Securities Act in any action brought against them under Section 11(a) of the Securities Act (15 U.S.C. § 77k). The opinion is appropriate for a registered MTN program conducted on either a firm commitment or agency basis but should not be requested in an unregistered offering because the participants in the offering will not be subject to liability under Section 11. This...