Texas Securities Counsel Needed for Preliminary Opinion of Counsel — Rule 147A / Public Debt Offering
Budget: $3,000 – $5,000 USD
SUMMARY
We are preparing a Texas intrastate public offering under SEC Rule 147A and intend to file with the Texas State Securities Board for qualification by permit.
We need a securities attorney to prepare a preliminary opinion of counsel suitable for the initial TSSB filing.
This project is intentionally limited in scope. We are not asking for a full securities memo, a full ABS/debt classification analysis, a tax opinion, a consumer-lending opinion, a Trust Indenture Act opinion, a UCC perfection opinion, or a true-sale opinion unless TSSB specifically requires one or counsel determines that one is necessary before a preliminary opinion can be issued.
OFFERING OVERVIEW
The offering involves Texas entities, Texas-only investors, borrower-payment-dependent notes, attached management rights, an indenture / note form, subscription documents, and Rule 147A transfer restrictions.
We can provide the draft prospectus, draft indenture / note form, subscription agreement, entity documents, authorizing resolutions, investor residency procedures, and other filing exhibits.
DELIVERABLE
Prepare a preliminary opinion of counsel for the TSSB application.
The opinion should be suitable for filing in preliminary form and should clearly state any assumptions, qualifications, exclusions, and open items.
At minimum, please address the customary matters counsel can responsibly opine on at the preliminary stage, including:
* Due formation / existence of the issuing entities.
* Authority to conduct the offering and enter into the offering documents.
* Due authorization of the securities and key transaction documents.
* Validity / enforceability of the notes or other securities when issued according to the final documents, subject to customary qualifications.
* Whether the proposed Rule 147A procedures, legends, residency restrictions, and transfer restrictions appear sufficient for counsel to give the requested preliminary opinion, assuming the facts are followed.
* Whether anything in the current structure prevents counsel from issuing the preliminary opinion.
EXPERIENCE
We prefer a Texas securities attorney or securities counsel with direct Texas blue-sky experience. Experience with public debt offerings, intrastate offerings, Rule 147A, trust indentures, marketplace-lending notes, or structured finance is helpful.
US only - must be a bar holder
OPTION FOLLOW-ON WORK
The final opinion is not part of the base scope unless specifically agreed.
If TSSB allows the filing to proceed and final documents are ready, we may engage you again for a final opinion of counsel.
We are preparing a Texas intrastate public offering under SEC Rule 147A and intend to file with the Texas State Securities Board for qualification by permit.
We need a securities attorney to prepare a preliminary opinion of counsel suitable for the initial TSSB filing.
This project is intentionally limited in scope. We are not asking for a full securities memo, a full ABS/debt classification analysis, a tax opinion, a consumer-lending opinion, a Trust Indenture Act opinion, a UCC perfection opinion, or a true-sale opinion unless TSSB specifically requires one or counsel determines that one is necessary before a preliminary opinion can be issued.
OFFERING OVERVIEW
The offering involves Texas entities, Texas-only investors, borrower-payment-dependent notes, attached management rights, an indenture / note form, subscription documents, and Rule 147A transfer restrictions.
We can provide the draft prospectus, draft indenture / note form, subscription agreement, entity documents, authorizing resolutions, investor residency procedures, and other filing exhibits.
DELIVERABLE
Prepare a preliminary opinion of counsel for the TSSB application.
The opinion should be suitable for filing in preliminary form and should clearly state any assumptions, qualifications, exclusions, and open items.
At minimum, please address the customary matters counsel can responsibly opine on at the preliminary stage, including:
* Due formation / existence of the issuing entities.
* Authority to conduct the offering and enter into the offering documents.
* Due authorization of the securities and key transaction documents.
* Validity / enforceability of the notes or other securities when issued according to the final documents, subject to customary qualifications.
* Whether the proposed Rule 147A procedures, legends, residency restrictions, and transfer restrictions appear sufficient for counsel to give the requested preliminary opinion, assuming the facts are followed.
* Whether anything in the current structure prevents counsel from issuing the preliminary opinion.
EXPERIENCE
We prefer a Texas securities attorney or securities counsel with direct Texas blue-sky experience. Experience with public debt offerings, intrastate offerings, Rule 147A, trust indentures, marketplace-lending notes, or structured finance is helpful.
US only - must be a bar holder
OPTION FOLLOW-ON WORK
The final opinion is not part of the base scope unless specifically agreed.
If TSSB allows the filing to proceed and final documents are ready, we may engage you again for a final opinion of counsel.