This template legal opinion is provided by the issuer’s counsel to the purchasers in a PIPE transaction. This template includes practical guidance and drafting notes. The legal opinion is often a condition to closing for a PIPE transaction and the requirements of the opinion are typically set forth in the securities purchase agreement. This template legal opinion provides opinions regarding, among other things, due incorporation of the issuer and its subsidiaries, due execution and authorization to enter into the transaction documents, no conflicts with or defaults under any of the issuer’s material contracts, organizational documents or applicable law, due authorization, and valid issuance of the securities and exemption of the securities being offered from the registration requirements of the Securities Act of 1933, as amended. The opinion should be modified as appropriate to reflect the agreement’s requirements For a full listing of related due diligence for securities offerings ...