Exhibit 5 Opinion


Summary

This form of opinion on the legality of shares being registered may be used in an initial public offering (IPO). It indicates whether the shares, when sold, will be legally issued, fully-paid, and non-assessable. The opinion is required to be filed with the Securities and Exchange Commission. This form includes practical guidance and drafting notes.Item 601(b)(5) (17 C.F.R. § 229.601) of Regulation S-K under the Securities Act of 1933, as amended, requires that the company file an opinion on the legality of the securities being registered (also known as an Exhibit 5 opinion) as an exhibit to the registration statement. This opinion is given by the company’s counsel (usually its external counsel) and is based on counsel’s standard form. For further information on legal opinions, see Legal Opinions for Securities Offerings, Legal Opinions in Securities Offerings Checklist, and IPO Key Documents. For forms of legal opinions in an IPO on matters other than the legality of the shares, see ...