This template opinion may be used in an initial public offering (IPO) by issuer’s counsel to express legal conclusions about matters regarding the company, its stock, and the offering. Delivery of this opinion to the underwriters is a condition to closing in an IPO. This template includes practical guidance and drafting notes. The opinion typically requested by the underwriters in an IPO is customary to securities offerings and most likely will not require substantial negotiation. However, this template should be tailored to the circumstances of the company and the offering. In addition, each law firm has its own opinion protocol, including as to particular assumptions or qualifications, and the underwriters may negotiate these provisions with issuer’s counsel. For a full listing of related due diligence for securities offerings content, see Due Diligence for Securities Offerings Resource Kit. For further information on legal opinions, see Legal Opinions for Securities Offerings, Legal ...