What is a Comfort Opinion? A Guide to Its Legal Significance

Q: Who prepares a comfort opinion?

A comfort opinion is typically prepared by an attorney who has been involved in the preparation of the registration statement.

Q: Is a comfort opinion legally binding?

No, a comfort opinion is not legally binding; it serves as an assurance rather than a guarantee.

Q: Can I create a comfort opinion myself?

While you can use templates to assist in preparing a comfort opinion, it is advisable to consult a qualified attorney for accuracy and compliance.

Q: What happens if a comfort opinion is incorrect?

If a comfort opinion is found to be incorrect, the issuer may face legal liability for any resulting material misstatements or omissions.

Definition & Meaning

A comfort opinion is a document created by an attorney that provides assurance regarding a registration statement in the context of securities. This opinion indicates that the attorney has no reason to believe that the registration statement contains significant misrepresentations or omissions that would breach Section 11 of the Securities Act of 1933. Attorneys typically prepare this opinion after collaborating with representatives from the securities issuer, underwriters, and public accountants. While the comfort opinion is not included in the registration statement itself, its purpose is to instill confidence in the parties involved that the registration statement adheres to securities regulations.

Table of content

Legal Use & context

Comfort opinions are primarily used in the field of securities law. They play a crucial role during the registration process for securities offerings, ensuring that all parties involved, including investors and underwriters, can trust that the registration statement complies with applicable laws. Users can manage aspects of this process by utilizing legal templates from US Legal Forms, which are drafted by experienced attorneys to help navigate the complexities of securities law.

Key legal elements

Real-world examples

Here are a couple of examples of abatement:

Example 1: A company planning to go public hires an attorney to prepare a comfort opinion after drafting its registration statement. The attorney reviews the document and confirms that it accurately reflects the company's financial status without significant omissions or misrepresentations.

Example 2: An underwriter requests a comfort opinion from the issuer's attorney to ensure that the registration statement complies with securities laws before proceeding with the offering. (hypothetical example)

Relevant laws & statutes

The primary statute related to comfort opinions is Section 11 of the Securities Act of 1933. This section holds issuers responsible for any material misstatements or omissions in their registration statements, providing a basis for legal action by investors.

Comparison with related terms

Term	Description	Key Differences
Comfort Letter	A letter from an accountant confirming the accuracy of financial information in a registration statement.	Comfort letters are typically issued by accountants, while comfort opinions are provided by attorneys.
Legal Opinion	A broader term for any written statement by an attorney regarding the legality of a situation or document.	Comfort opinions specifically address registration statements in securities law, whereas legal opinions can cover various legal matters.

Common misunderstandings

What to do if this term applies to you

If you are involved in preparing a registration statement or are an investor seeking assurance about a securities offering, consider consulting an attorney who specializes in securities law. They can provide a comfort opinion to help clarify compliance with legal requirements. Additionally, you can explore US Legal Forms for templates that may assist in this process. If the situation is complex, seeking professional legal assistance is advisable.

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Quick facts

Attribute	Details
Typical Fees	Varies by attorney and complexity of the registration statement.
Jurisdiction	Federal law, primarily governed by the Securities Act of 1933.
Possible Penalties	Liability for material misstatements or omissions can lead to legal action by investors.

Key takeaways

Frequently asked questions

What is the purpose of a comfort opinion?

The purpose of a comfort opinion is to provide assurance that a registration statement does not contain material misrepresentations or omissions.