Preparing the legal opinions and the 10b-5 letter for a US IPO
Published by a LexisNexis Corporate expert
Practice notesPreparing the legal opinions and the 10b-5 letter for a US IPO
Published by a LexisNexis Corporate expert
Practice notes
This Practice Note explains the purpose, nature and scope of the legal opinions prepared by each of the company’s counsel and the underwriter’s counsel and the 10b-5 letter prepared jointly by both for the benefit of an underwriter in the context of a US initial public offering (IPO). This Practice Note also outlines the timing and process in respect of the preparation of the opinions and 10b-5 letter. Produced in partnership with Thomas France, a partner in the Corporate Transactional practice group of Venable LLP in Tysons Corner, Virginia office.
When is a legal opinion and a 10b-5 letter required?
In an initial public offering (IPO), the underwriting agreement will include as conditions to closing the delivery of legal opinions from each of the company's counsel and the underwriters' counsel to the underwriters at closing. The opinion of the company's counsel will express certain legal conclusions about matters relating to the company and the offering, and the underwriters' counsel's opinion will express certain legal conclusions about matters relating to
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Jurisdiction(s):
United Kingdom
Key definition:
Opinions definition
What does Opinions mean?
Article 288 TFEU on legal acts, allows EU institutions to adopt opinions. Opinions are non-binding instruments which do not have any legal force but are merely persuasive. They simply allow the EU institutions to make their views known and to suggest a line of action without imposing any legal obligation on those to whom they are addressed.
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