Rule 144 Resale Opinion Letter

Summary

This letter template may be used by counsel of a selling stockholder to issue an opinion in conjunction with the sale of restricted securities or control securities (i.e., securities held by an affiliate of the issuer of the securities) in reliance on the safe harbor from registration provided by Rule 144 (17 C.F.R. § 230.144) under the Securities Act of 1933, as amended (Securities Act). This template includes drafting notes and practical guidance. Affiliates relying on Rule 144 must comply with all the requirements of the rule (except, for resales of control securities, the holding period requirement) for sales made at any time. Consequently, a legal opinion letter will typically be required by an issuer's transfer agent or the issuer itself if it does not have a transfer agent, for any such sale. Because non-affiliates are subject only to the holding period and public information requirements of Rule 144 (and, after satisfying a one-year holding period in compliance with Rule 144(d), need no longer comply with any of the rule's requirements), a legal opinion may be required only for a Rule 144 sale by a non-affiliate of a reporting company after satisfying the six-month holding period of Rule 144(d)(1) but before expiration of the one-year holding period of Rule 144(b)(1). For information about resales of unregistered securities pursuant to Rule 144 and other exemptions, see Domestic Resales of Unregistered Securities: Rule 144, Section 4(a)(1½), and Section 4(a)(7) For document templates used in a Rule 144 sale, see Broker's Representation Letter (Rule 144 Resale), Rule 144 Representation Letter (Provided by Affiliate Stockholders to Company Counsel), Rule 144 Representation Letter (Provided by Non-Affiliate Stockholders to Company Counsel), and Form 144 Notice of Proposed Sale of Securities Pursuant to Rule 144 under the Securities Act of 1933.