Opinion of Counsel for SEC Filing

You are tasked with drafting a comprehensive Opinion of Counsel to support an SEC filing, a critical corporate document that provides legal assurance regarding securities validity, corporate authority, and compliance with applicable laws. This opinion will be relied upon by the company, underwriters, and the Securities and Exchange Commission, requiring precision, thoroughness, and adherence to the highest professional standards expected in securities practice.

Document Purpose and Strategic Context

This legal opinion serves as formal counsel's assessment supporting securities registration or other SEC filings under the Securities Act of 1933, Securities Exchange Act of 1934, or related regulations. The opinion must meet the exacting standards expected by the SEC, the securities bar, and institutional parties who will rely on your conclusions. Your analysis should demonstrate independent legal judgment while acknowledging appropriate limitations and assumptions that are customary in securities practice. Before beginning the drafting process, thoroughly search all uploaded documents to identify the specific transaction details, corporate structure, securities being registered, and any prior corporate actions or resolutions that will form the factual foundation of your opinion. Extract concrete information including exact share amounts, par values, authorization dates, board resolution language, and jurisdictional details that will be essential to your analysis.

Comprehensive Document Review and Factual Foundation

Begin by conducting an exhaustive review of all relevant corporate documents and transaction materials available in the matter files. Search for and carefully examine the company's articles of incorporation and all amendments, bylaws as currently in effect, board resolutions and minutes authorizing the transaction and securities issuance, stockholder approvals if applicable, stock records and capitalization tables, the registration statement or SEC filing being supported, and any underwriting agreements or purchase agreements. For each document reviewed, extract specific factual details with precise citations to the source materials, including document names, dates, page numbers, and relevant quoted language. This thorough documentary foundation will enable you to make factual representations with confidence and provide appropriate source attribution throughout the opinion.

When gathering factual information, pay particular attention to the company's exact legal name as stated in its charter documents, the jurisdiction and date of incorporation, the complete capital structure including all classes and series of authorized securities with their respective rights and preferences, the specific securities that are the subject of the current opinion, all corporate actions taken to authorize the issuance including the exact dates and voting results of board and stockholder meetings, any amendments to governing documents related to the transaction, and compliance with notice and quorum requirements for corporate meetings. Verify that the factual recitations you will include in the opinion are supported either by your direct review of authenticated documents or by express reliance on certificates from appropriate corporate officers.

Opening Formalities and Professional Presentation

Structure the opinion to begin with proper law firm letterhead that includes complete firm identification, principal office address, telephone and facsimile numbers, and website if customary in your firm's practice. Date the opinion as of the specific date it will be delivered, which typically corresponds to the closing date or filing date of the transaction. Address the opinion to the appropriate recipients with their complete formal names and addresses—this may include the company's board of directors, the Securities and Exchange Commission, underwriters, or multiple parties depending on the transaction structure and reliance requirements. Ensure the salutation reflects the professional formality expected in securities practice, using "Ladies and Gentlemen" or "Dear Members of the Board" as appropriate to the addressees.

Include a clear reference line that identifies the specific transaction or filing, such as "Re: [Company Name] – Registration Statement on Form S-1 for the Registration of [Number] Shares of Common Stock" or similar language that immediately orients the reader to the opinion's purpose and scope. This reference line should be sufficiently detailed to distinguish this opinion from other legal opinions that may be delivered in connection with the company's affairs, while remaining concise enough to serve as an effective identifier in the SEC's filing system and in the company's corporate records.

Engagement Scope and Precise Purpose Statement

Articulate clearly and unambiguously that you have been engaged as counsel to [Company Name], a [State] corporation, in connection with the specific transaction or filing. Provide sufficient detail about the transaction to establish context, such as "the registration under the Securities Act of 1933, as amended, of [number] shares of Common Stock, par value $[amount] per share, to be offered and sold pursuant to the Registration Statement on Form [S-1/S-3/other] filed with the Securities and Exchange Commission on [date]." State explicitly the purpose of this opinion and enumerate the specific legal conclusions you have been asked to provide, which may include opinions regarding the company's due incorporation, valid existence, and good standing; the due authorization of the securities by all necessary corporate action; the valid issuance, fully paid, and non-assessable nature of the securities when issued under specified conditions; compliance with applicable securities laws; or other matters specifically requested by the company, underwriters, or required by SEC regulations.

Define with precision the scope of your opinion, identifying which legal matters you are opining on and, equally important, which matters fall outside your scope and are being addressed by other counsel or are not the subject of legal opinion. For example, specify if you are not opining on tax matters, intellectual property validity, compliance with industry-specific regulations, or the laws of foreign jurisdictions. Reference the specific SEC form being filed and identify where in that filing this opinion will be included as an exhibit, typically pursuant to Item 601(b)(5) of Regulation S-K. This clear delineation of scope protects both the opinion giver and the opinion recipients by establishing precise boundaries for reliance and preventing misunderstandings about the extent of legal assurance being provided.

Assumptions, Limitations, and Reliance Framework

Establish the comprehensive foundation upon which your opinion rests by detailing the assumptions you are entitled to make under customary securities practice and the limitations that apply to your conclusions. State that you have assumed without independent verification the genuineness of all signatures on documents whether original or copies, the authenticity of all documents submitted to you as originals, the conformity to authentic original documents of all documents submitted to you as copies whether certified or uncertified, the authenticity and completeness of all corporate records made available to you, the legal capacity and authority of all natural persons executing documents, and the due authorization, execution, and delivery of all documents by parties other than your client. Specify that you have relied upon certificates and written representations from appropriate officers and directors of the company regarding factual matters, including representations that all corporate records made available to you are accurate and complete, that all corporate actions reflected in minutes and resolutions were duly taken with proper notice and quorum, and that there are no other agreements, understandings, or corporate actions that would affect your conclusions.

Identify with specificity the key documents you have examined and reviewed in rendering this opinion. Rather than providing an exhaustive list of every document reviewed, focus on the principal documents that form the foundation of your analysis, including the company's Restated Certificate of Incorporation as filed with the [State] Secretary of State on [date], including all amendments thereto through [date]; the company's Bylaws as currently in effect and certified by the corporate secretary as of [date]; resolutions of the Board of Directors adopted at a meeting held on [date] or by unanimous written consent dated [date] authorizing the transaction and the issuance of securities; resolutions of the stockholders if applicable, adopted at a meeting held on [date] or by written consent, approving matters requiring stockholder action; the Registration Statement on Form [specify] including all amendments and exhibits; stock record books, transfer ledgers, and capitalization tables as certified by the corporate secretary; and certificates of good standing or existence from the [State] Secretary of State dated within [number] days of this opinion. For each category of documents, indicate whether you reviewed originals, certified copies, or copies represented to be accurate, as this affects the nature of assumptions you are making.

Clearly delineate the limitations on your opinion with the specificity expected in securities practice. State that your opinions are limited to the federal laws of the United States and the laws of [State of Incorporation], and that you express no opinion concerning the laws of any other jurisdiction. Specify that your opinions on matters of [State] law are based on the statutory law of that state as currently in effect and published judicial decisions interpreting such law, and that you have not undertaken an independent investigation of local rules, administrative decisions, or unpublished judicial decisions that might affect your conclusions. Note that your opinion is limited to the laws in effect on the date of this opinion and that you assume no obligation to update, revise, or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. Include customary assumptions regarding the absence of fraud, collusion, or mutual mistake in the transaction, and state that you have assumed that the parties to the transaction will comply with all applicable laws and will act in good faith and in accordance with the terms of the transaction documents.

Factual Recitation and Transaction Background

Provide a comprehensive yet concise narrative of the relevant facts underlying the transaction or filing, organized in a logical sequence that builds toward your legal analysis. Begin with the company's corporate status, stating that [Company Name] is a corporation duly incorporated under the laws of the State of [State] pursuant to a Certificate of Incorporation filed with the [State] Secretary of State on [date]. Describe any subsequent amendments to the charter, noting that the company's Restated Certificate of Incorporation was filed on [date] and has been amended by Certificates of Amendment filed on [list dates], with the most recent amendment being filed on [date]. Confirm that according to a Certificate of Good Standing obtained from the [State] Secretary of State dated [date], the company is validly existing and in good standing under the laws of that state, with all franchise taxes and annual report fees paid through [date].

Detail the company's capital structure with precision, specifying the total number of authorized shares of each class and series of stock as set forth in the charter. For example, state that the company's authorized capital stock consists of [number] shares of Common Stock, par value $[amount] per share, and [number] shares of Preferred Stock, par value $[amount] per share, of which [number] shares have been designated as [Series A/B/etc.] Preferred Stock with the rights and preferences set forth in the Certificate of Designation filed on [date]. Provide the current capitalization by stating the number of shares of each class and series that are issued and outstanding as of [date] according to the company's stock records as certified by the corporate secretary, and identify any shares that are reserved for issuance under stock option plans, warrants, convertible securities, or other commitments. Describe the specific securities that are the subject of this opinion, including the exact number of shares, the class or series designation, the par value if applicable, and any distinguishing features or rights associated with these securities.

Outline the corporate actions taken to authorize the transaction in chronological order, providing sufficient detail to demonstrate that all necessary corporate formalities were observed. Describe board meetings or written consents, including the date of the meeting or consent, confirmation that proper notice was given or waived, verification that a quorum was present or that all directors consented in writing, and the substance of the resolutions adopted. For example, state that at a meeting of the Board of Directors held on [date], at which a quorum was present and acting throughout, the Board adopted resolutions approving the filing of the Registration Statement, authorizing the issuance and sale of up to [number] shares of Common Stock pursuant to the Registration Statement, approving the form of underwriting agreement, and authorizing designated officers to execute and deliver all necessary documents. If stockholder approval was required, describe the stockholders' meeting or written consent with similar detail, including the vote tally if relevant to demonstrate that the required percentage of shares voted in favor. Present these facts in a manner that demonstrates the unbroken chain of corporate authority from the charter documents through board and stockholder action to the specific securities being registered.

Legal Analysis and Authoritative Application

Conduct a thorough and rigorous legal analysis applying relevant federal securities laws and state corporate law to the facts presented, with citations to specific statutory provisions, regulations, and judicial precedents where appropriate to support your conclusions. For federal law matters, analyze compliance with applicable provisions of the Securities Act of 1933, as amended, including the registration requirements of Section 5 and the disclosure obligations of Sections 7 and 10, or if applicable, the availability of exemptions from registration under Sections 3 or 4 and Regulation D or other exemptive provisions. Address any relevant provisions of the Securities Exchange Act of 1934, as amended, particularly if the company is already a reporting company or will become one as a result of this transaction, including compliance with Section 12(g) registration requirements or Section 15(d) reporting obligations. Reference applicable SEC rules and regulations by their specific citations, such as Rule 415 under the Securities Act if the registration involves a shelf registration, or Rule 144 if the opinion addresses resale restrictions on restricted securities.

For state law matters, particularly regarding corporate authorization and securities validity, apply the corporation law of the state of incorporation with precision and cite specific statutory provisions. If the company is incorporated in Delaware, analyze the transaction under the Delaware General Corporation Law, citing relevant sections such as Section 102 regarding charter provisions, Section 141 regarding board authority, Section 151 regarding classes and series of stock, Section 153 regarding consideration for stock, and Section 157 regarding rights and options. If incorporated in another jurisdiction, apply that state's business corporation act with equivalent specificity. Examine whether the securities are duly authorized under the articles of incorporation by confirming that the number of shares to be issued does not exceed the authorized but unissued shares of the applicable class or series, and that any special rights, preferences, or restrictions associated with the securities are properly set forth in the charter or in a certificate of designation duly filed with the appropriate state authority.

Analyze whether proper corporate action was taken by the board of directors and, if required by statute or the company's charter or bylaws, by the stockholders. Apply the statutory standards for board action, confirming that the board meeting was properly noticed or that notice was waived, that a quorum was present as defined by statute and the bylaws, and that the resolutions were adopted by the required vote. Examine whether the matters approved were within the board's authority or whether stockholder approval was required, applying statutory provisions such as Delaware General Corporation Law Section 242 for charter amendments or Section 271 for sales of substantially all assets. If stockholder action was required, verify that the meeting was properly noticed, that a quorum was present, and that the required percentage of shares voted in favor, whether a simple majority, two-thirds, or some other threshold specified by statute or the charter.

Address the validity, fully paid, and non-assessable nature of the securities when issued under the conditions specified in the opinion. Analyze under state corporate law whether shares will be validly issued when the company receives the consideration specified in the board resolutions and the registration statement, applying statutory provisions regarding what constitutes valid consideration for shares. For example, under Delaware General Corporation Law Section 152, shares are validly issued when the corporation receives the consideration for which the board authorized their issuance, and under Section 154, shares are fully paid and non-assessable when the corporation receives the full consideration for which they were authorized to be issued. Confirm that the consideration to be received, whether cash, property, or services, constitutes lawful consideration under applicable state law, and that the amount of consideration equals or exceeds the par value of the shares if they have a par value. Address any preemptive rights by examining the charter and applicable statutory provisions to confirm either that no preemptive rights exist or that they have been waived or satisfied.

Opinion Statements with Precision and Professional Formulation

State your legal conclusions with the clarity, precision, and formulation that are customary and well-understood in securities practice, using language that has been tested in countless transactions and is familiar to SEC staff, underwriters' counsel, and other sophisticated recipients. Introduce your opinion paragraphs with standard transitional language such as "Based upon and subject to the foregoing, and subject to the assumptions, limitations, and qualifications set forth herein, we are of the opinion that:" followed by numbered opinion paragraphs that address each required conclusion. Ensure that each opinion statement is directly responsive to a requirement of the SEC filing, a request from the company or underwriters, or a matter on which legal assurance is customarily provided in similar transactions.

For opinions regarding corporate status and good standing, use formulations such as "The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of [State]." This conclusion should flow from your examination of the charter documents, amendments, and the certificate of good standing, and your analysis should have confirmed that the company was properly formed, has not been dissolved or merged out of existence, and has complied with all requirements necessary to maintain its corporate status. For opinions regarding corporate power and authority, state "The Company has the corporate power and authority to execute, deliver, and perform its obligations under the [Underwriting Agreement/Purchase Agreement] and to issue and sell the Shares pursuant to the Registration Statement." This conclusion should be supported by your analysis of the company's charter and bylaws confirming that the transaction is within the company's corporate purposes, and by board resolutions demonstrating that the board has authorized the specific actions.

For the critical opinion regarding securities validity, employ the precise formulation "The Shares, when issued and delivered by the Company against payment therefor in accordance with the terms of the [Underwriting Agreement/Purchase Agreement] and the resolutions of the Board of Directors, will be validly issued, fully paid, and non-assessable." This three-part conclusion addresses distinct legal concepts: "validly issued" confirms that the shares will be issued with proper corporate authorization and in compliance with applicable law; "fully paid" confirms that the company will have received the full consideration for which the shares were authorized to be issued; and "non-assessable" confirms that holders will have no obligation to pay additional amounts to the company or its creditors. Each element should be supported by your preceding analysis of corporate authorization, consideration requirements, and statutory provisions regarding assessment liability.

If opining on compliance with securities laws, use carefully qualified language that reflects the limitations of legal opinion practice in this area. For example, state "The Registration Statement, as of its effective date, appeared on its face to be appropriately responsive in all material respects to the requirements of the Securities Act of 1933 and the applicable rules and regulations thereunder; however, we express no opinion as to the accuracy, completeness, or sufficiency of the statements contained in the Registration Statement." This formulation provides assurance regarding formal compliance while appropriately disclaiming responsibility for factual accuracy, which is the province of the company and its officers and directors. Alternatively, if you are opining on the availability of an exemption from registration, state the conclusion with appropriate conditions: "The offer and sale of the Shares will be exempt from the registration requirements of Section 5 of the Securities Act pursuant to Section 4(a)(2) thereof, assuming that the representations made by the Company in its certificate dated [date] are accurate and complete and that the Shares are offered and sold in accordance with the terms and conditions set forth in such certificate."

Number your opinion paragraphs sequentially for easy reference, and ensure that each conclusion flows logically from your preceding analysis and is supported by the factual recitations and legal analysis you have provided. Avoid equivocal language that undermines the opinion's utility, such as "we believe" or "it is our view," which suggest something less than a professional legal opinion. However, also avoid overreaching beyond what can be properly opined based on your review and analysis, recognizing that certain matters such as factual accuracy, business judgments, and future events are not appropriate subjects for legal opinion. If you are unable to give an unqualified opinion on a requested matter, consider whether a qualified opinion with appropriate limitations would be acceptable, or whether you should decline to opine on that matter and so state explicitly.

Qualifications, Governing Law, and Required Consents

Specify with precision the governing law for each aspect of your opinion, recognizing that different conclusions may be based on different bodies of law. State that opinions regarding the Company's incorporation, valid existence, good standing, corporate power and authority, and the validity of the shares are based on the General Corporation Law of the State of [State] as currently in effect, and published judicial decisions of the courts of that state interpreting such law. State that opinions regarding compliance with federal securities laws are based on the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the published rules and regulations of the Securities and Exchange Commission thereunder, as currently in effect. If your opinion addresses the enforceability of agreements, specify the law governing such enforceability, which may be the law of the state specified in the agreement's choice of law provision, and note any limitations on enforceability based on bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws affecting creditors' rights generally, and by general principles of equity whether applied in a proceeding at law or in equity.

Include standard qualifications that are customary in SEC opinion practice and that are necessary to ensure the accuracy of your conclusions. For example, if opining that shares will be non-assessable, note that this conclusion assumes that the shares will be issued for consideration at least equal to the par value thereof, as required by applicable state law. If opining on the absence of preemptive rights, qualify the opinion by stating that it is based on the provisions of the charter and applicable statutory law, and that you have not investigated whether any contractual preemptive rights may exist in agreements to which the company is a party. If your opinion on valid issuance is conditioned on the receipt of specified consideration, state that condition explicitly: "Our opinion that the Shares will be validly issued, fully paid, and non-assessable is based on the assumption that the Company will receive payment in full of the purchase price for the Shares as specified in the Underwriting Agreement before the Shares are issued."

Provide the explicit consent required for the filing of this opinion as an exhibit to the registration statement or other SEC filing, as mandated by Item 601(b)(5) of Regulation S-K. State with precision: "We hereby consent to the filing of this opinion as Exhibit [number] to the Registration Statement on Form [S-1/S-3/other] and to the reference to our firm under the caption '[Legal Matters/Legal Opinion/other appropriate caption]' in the Prospectus forming a part of the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder." This carefully worded consent fulfills the SEC's filing requirements while preserving the distinction between consent given by experts under Section 7 of the Securities Act, such as accountants and appraisers, and consent given by counsel, which is required by SEC rules but does not carry the same statutory liability implications.

Reliance, Limitations, and Professional Closing

Conclude the opinion by explicitly addressing who may rely on the opinion and for what purposes, as well as any limitations on such reliance. State clearly: "This opinion is rendered solely for the benefit of the addressees in connection with the transaction described herein and may not be relied upon by any other person or for any other purpose, or furnished to any other person, without our express prior written consent. Notwithstanding the foregoing, we understand that this opinion will be filed as an exhibit to the Registration Statement and will thereby become publicly available, but such public availability does not create any right of reliance by persons other than the addressees." This language protects the firm from claims by unintended recipients while acknowledging the reality that SEC filings are public documents.

Include the standard temporal limitation that is essential to all legal opinions: "This opinion speaks only as of the date hereof, and we assume no obligation to update, revise, or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur." This limitation is particularly important in the securities context where legal and factual circumstances can change rapidly, and where the opinion may remain in the public domain long after the transaction closes. If the opinion is being delivered in connection with a shelf registration or other transaction where securities may be issued over an extended period, consider whether the opinion should address this timing issue explicitly, or whether separate opinions or updates will be required for subsequent takedowns.

Execute the opinion with appropriate formality and authentication. The signature block should include the firm name, typically in the format "Very truly yours, [Firm Name]," followed by the signature of the responsible partner or, if firm policy permits, the firm name signed by a partner. Include the printed name of the signing attorney and their bar admission information if customary in your jurisdiction or required by the transaction parties. Some firms include the phrase "By: ____________________" above the signature line to clarify that the individual is signing on behalf of the firm. Ensure that the signature block reflects the professional gravitas appropriate for a document that will be publicly filed with the SEC, relied upon by sophisticated institutional parties, and potentially scrutinized by regulators, investors, and other counsel for years to come.

Professional Standards, Research Verification, and Quality Assurance

Throughout the drafting process, adhere rigorously to the American Bar Association's guidelines for legal opinions, particularly the Legal Opinion Principles published by the ABA Section of Business Law and the Legal Opinion Accord of the ABA Section of Business Law, which provide authoritative guidance on customary practice for legal opinions in business transactions. Consult the Third-Party Legal Opinion Report including the Legal Opinion Accord of the ABA Section of Business Law for guidance on specific formulations and the scope of customary opinions. Ensure compliance with SEC staff guidance on legal opinions, including any relevant Securities Act Rules, Staff Legal Bulletins, and Compliance and Disclosure Interpretations that address the form and substance of legal opinions filed as exhibits to registration statements.

Verify that your opinion format and substance align with market practice for similar transactions by researching comparable opinions filed as exhibits to registration statements by similarly situated companies. Search for and review recent SEC filings on EDGAR to identify opinions filed in connection with similar offerings, paying attention to the specific formulations used, the scope of opinions provided, the qualifications and assumptions included, and any recent developments in opinion practice. When researching legal authorities to support your analysis, verify that each case citation, statutory reference, and regulatory citation is accurate and current. For any legal proposition that is central to your opinion, confirm that the supporting authority is still good law and has not been overruled, superseded, or modified. Use authoritative legal research tools to verify citations and to ensure that you are applying the most current version of statutes and regulations.

Maintain strict adherence to attorney-client privilege and work product protection for all communications, draft documents, and internal analyses that are not intended to be disclosed. Recognize, however, that the opinion itself will be publicly disclosed as an exhibit to the SEC filing and will lose any privileged status upon such disclosure. Ensure that the opinion does not inadvertently disclose privileged communications, attorney work product, or confidential client information beyond what is necessary to support the opinion conclusions. Review the opinion carefully to confirm that it does not contain any information that the client would consider proprietary or competitively sensitive, unless such disclosure is required by SEC rules or is essential to the opinion's purpose.

Before finalizing the opinion, conduct a comprehensive quality assurance review that verifies every factual statement against source documents, confirms every legal citation, checks all cross-references and defined terms for consistency, ensures that the opinion addresses all matters requested by the client and required by the transaction, and confirms that the opinion complies with all applicable professional standards and firm policies. Have the opinion reviewed by another experienced securities attorney if firm policy or the significance of the transaction warrants such review. Verify that the final opinion is executed with appropriate authority, that all exhibits or schedules referenced in the opinion are attached, and that the opinion is delivered in the format required by the SEC filing, typically as a PDF exhibit with the appropriate exhibit number designation. This meticulous attention to detail and professional standards ensures that the opinion will fulfill its critical function in the securities offering and will withstand the scrutiny of regulators, underwriters, investors, and other sophisticated parties who will rely upon it.