30+ Rule 144 Opinion Letter Sample

If the public company is not in compliance with Rule 144 Logan Law Firm may be able to provide a Section 4a1 legal opinion to allow a shareholder to. Rule 144a1 provides that An affiliate of an issuer is a person that directly or indirectly through one or more intermediaries controls or is controlled by or is under common control with such issuer An affiliate has also been further interpreted to include any officer director or ten percent 10 shareholder of the issuer.

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If you cannot rely on Rule 144 because the issuing company is a previous shell company and it is not required to file reports with the SEC or has not yet satisfied Rule 144i2 with respect to filing Form 10 Information and current reports for the last 12 months you may be eligible for a Section 4a1 opinion if the issuing company either voluntarily files.

30+ rule 144 opinion letter sample. RULE 144 SELLERS REPRESENTATION LETTER - NON-AFFILIATE To Whom It May Concern. If the information and documents establish that there is an available exemption and that the Rule 144 safe harbor can be used we will prepare sign and issue a Rule 144 opinion letter. Affiliate Sale of Restricted Shares.

Accountants providing comfort letters should be familiar with and apply the requirements of the standard. The Issuer or the Company is the following. That is the Issuer whether reporting or non-reporting must satisfy the current public information requirements as set forth in Rule 144c at the time that each resale of securities is made in reliance on Rule 144.

I am submitting this letter in connection with the removal of a restrictive legend from Shares of stock that I own. A standard form to be used as a starting point for drafting an opinion to an issuers transfer agent in connection with a sale by an affiliate of the issuer of restricted stock in reliance on the safe harbor from registration under the Securities Act of 1933 provided by Rule 144 under the. Rule 144 Opinion for Conversion of promissory note by a Non-Affiliate of a Reporting Company who has held the note for six months or more - 450.

Counsel delivering an opinion as part of a Rule 144 sale typically relies on among other things a representation letter from the seller to establish certain facts underlying the opinion and the. Legal Forms Securities Law. I the Shareholder am the following.

I am an affiliate of the issuer as that term is used in Rule 144a1. Rule 144 Opinion for an Affiliate of a Non-Reporting Company who has held restricted common stock for one year or more - 400 Must have current information publicly such as OTCMarkets. Respond to inquiries from all.

Kinds of Opinions and the Attorneys Role in Preparing Them There are generally two kinds of opinions which may be contained in any opinion letter regardless of the party to whom it is addressed. One is an opinion as to a legal fact. Rule 144 Opinion Letters The current public information requirement is measured at the time of each sale of securities.

I have filed or have caused to be filed a duly executed Form 144 and two copies with the US. I propose to sell the above-referenced Shares in the manner permitted by Rule 144. Upon request for a 144 opinion letter or 144k opinion we will promptly collect information from shareholders stockbrokers issuers transfer agents etc as necessary.

The form is accurate and complete. Shareholders Rule 144 k Representation Letter. If Rule 144 is not available but payment in full was made for the shares at least two years ago we will discuss whether the exemption under Section 4a1 of the Securities Act of 1933 can be used for a sale in the public.

Some of the more significant features of the application of SAS 72 to Rule 144A placements are as follows. A form set contains all of the documents you need to get an opinion including a fax transmittal your letter and for affiliates the brokers letter a Form 144 and a Form 4. Securities and Exchange Commission and if applicable a copy with the corresponding Securities Exchange in full compliance with Rule 144.

Requirements for a Section 4a1 Opinion. In this connection I represent to you and warrant as follows. Rule 144 only addresses the resale of restricted or control securities not unrestricted securities or sales directly by an Issuer.

The opinion letter must set forth that the facts regarding that Issuer particular stock and selling shareholder comply with the requirements under Rule 144. Pursuant to Rule 144 under the Securities Act of 1933 as amended Rule 144. I We the undersigned submit this form to you in order to present all facts necessary pursuant to SEC Rule 144 of the Federal Securities Act of 1933 as amended the Securities Act by a non--affiliate of the Issuer to request and authorize.

We provide prompt Rule 144 opinion letters if the public company that issued the securities fully meets the requirements of Rule 144. Rule 144 opinion letters are usually issued within one day after we receive all required information and documents. For example an opinion as to whether a.

If you are having difficulty obtaining a Rule 144 Opinion Letter for the sale of your restricted securities contact us and we will provide all of the necessary forms by fax that will enable us to prepare an opinion for you. Nitial all that apply I have carefully reviewed a copy of Rule 144. The number of Shares is the following.

Either counsel to the Company has delivered to the Buyer an opinion letter or the Company shall accept in its reasonable discretion an opinion letter prepared by legal counsel of Buyer s choosing in either case the Opinion Letter stating that i the Company is not a shell company or the type of issuer. To Whom It May Concern. A standard form to be used as a starting point for drafting a representation letter to be delivered by an affiliate seller of restricted securities in reliance on Rule 144 under the Securities Act.

Appendix A--Rule 144A Comfort Letters - Summary of Best Practices SAS 72 SAS 72 Comfort letters should comply with SAS 72.

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