Legal Opinion
(Rule 144A and/or Regulation S Debt Offering) (Issuer's Counsel)

This template legal opinion letter may be used by issuer's counsel in connection with an unregistered offering of debt securities conducted in reliance on Rule 144A (17 C.F.R. § 230.144A) and Regulation S under the Securities Act of 1933, as amended. In a typical concurrent Rule 144A/Regulation S offering, the Rule 144A purchase agreement will usually require issuer's counsel to deliver a legal opinion to the initial purchasers covering various topics as a condition to closing. This template includes practical guidance, drafting notes, and optional clauses. Counsel to the initial purchasers will also typically deliver a legal opinion to the initial purchasers at the closing, which will cover items that are similar to those included in the opinion of issuer's counsel, but may be narrower in scope, as the relevant firm is likely to be somewhat less familiar with the issuer and its business and affairs than issuer's own counsel. For a full listing of related due diligence for securities offerings content, see Due Diligence for Securities Offerings Resource Kit. For a detailed discussion of legal opinions, see Legal Opinions for Securities Offerings. For information on Rule 144A and Regulation S transactions, see Rule 144A / Regulation S Offerings Resource Kit, Rule 144A Transactions, and Rule 144A and Regulation S Debt Offerings Requirements Checklist.