Legal Opinion
(IPO Closing) (Issuer's Counsel)


This form of 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 form 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 form 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 further information on legal opinions, see Legal Opinions for Securities Offerings, Legal Opinions in Securities Offerings Checklist, and IPO Key Documents. For other forms of legal opinions in an IPO, see Exhibit 5 Opinion and Legal ...