SAS 72 Attorney Letter

Summary

This template is a legal opinion letter (often referred to as a "SAS 72 attorney letter" or a "SAS 72 opinion") of agents’ counsel to the certified public accounting firm for the issuer to enable the accountants to deliver a comfort letter to the agents for a registered medium-term note (MTN) program. This template includes practical guidance and drafting notes. The essence of the opinion is that the agents would be deemed to be "underwriters," as defined in Section 2(a)(11) (15 U.S.C. § 77e) of the Securities Act of 1933 (Securities Act), and, consequently, would have a due diligence defense under Section 11(b) of the Securities Act in any action brought against them under Section 11(a) of the Securities Act (15 U.S.C. § 77k). The opinion is appropriate for a registered MTN program conducted on either a firm commitment or agency basis but should not be requested in an unregistered offering because the participants in the offering will not be subject to liability under Section 11. This opinion letter template may also be adapted for other registered offerings in which a financial intermediary that is not designated as an "underwriter" requests a comfort letter. For more information on registered MTN programs see Medium-Term Note (MTN) Program Establishment, Updates, and Takedowns. For a full listing of related due diligence for securities offerings content, see Due Diligence for Securities Offerings Resource Kit. For more on IPOs generally, see Initial Public Offerings Resource Kit. For more information on comfort letters, see IPO Key Documents, Top 10 Practice Tips: Comfort Letters, and Comfort Letter Review and Negotiation Checklist. For information about liability under Section 11(a), see Liability under the Federal Securities Laws for Securities Offerings and Registered Offerings: Applicable Laws, Rules, and Regulations.