| name | sec-opinion-letter |
| title | Opinion of Counsel for SEC Filing |
| description | Drafts Opinion of Counsel letters for SEC registration statements, covering due incorporation, valid issuance, fully-paid and non-assessable opinions, and Reg S-K Item 601(b)(5) consent language. Use when drafting Exhibit 5.1 opinions for S-1/S-3 filings, shelf offerings, or securities issuance transactions. |
| author | CaseMark |
| author_url | https://github.com/CaseMark/skills/tree/main/skills/legal/sec-opinion-letter |
| license | Apache-2.0 |
| version | 0.1.0 |
| execution_mode | open |
| jurisdiction | us |
| practice | capital-markets |
| language | en |
| tags | ["corporate","regulatory","letter","drafting"] |
Opinion of Counsel for SEC Filing
Drafts a formal legal opinion letter for an SEC registration statement, providing counsel's assurances on corporate status, authorization, and securities validity per ABA Legal Opinion Accord standards.
Prerequisites
- Charter documents — Articles/Certificate of Incorporation (all amendments), current bylaws
- Board resolutions — Minutes or written consents authorizing issuance
- Stockholder approvals — If required by statute or charter
- Registration statement — Draft or filed Form S-1, S-3, or applicable form
- Capitalization records — Stock ledger, cap table, outstanding shares by class/series
- Transaction agreements — Underwriting, purchase, or placement agent agreement
- Good standing certificate — From Secretary of State, dated within 5-10 days of opinion date
- Officer's certificate — Factual representations from authorized officer
Quick Start
- Collect and review all prerequisite documents
- Extract factual recitals (legal name, jurisdiction, capital structure, board actions)
- Draft opinion letter following the document layout below
- Verify all statutory citations with
[VERIFY] flags for uncertain references
- Include Item 601(b)(5) consent language and Section 7 disclaimer
- Format for PDF exhibit filing as Exhibit 5.1
Document Layout
| Section | Content |
|---|
| Letterhead | Firm name, address, contact |
| Date | Closing/filing date |
| Addressees | Company board, SEC, underwriters as applicable |
| Re: Line | [Company] — Registration Statement on Form [S-1/S-3] for [X] Shares of [Class] Stock |
| Engagement scope | Client, transaction, opinions requested |
| Documents examined | Principal documents reviewed |
| Assumptions | Customary assumptions per ABA Legal Opinion Accord |
| Factual recitation | Corporate status, capital structure, authorizing actions |
| Opinion paragraphs | Numbered conclusions |
|
