When are Rule 144 Opinions Not Issued?

We do not issue Rule 144 legal opinion letters for every Shareholder who contacts us.  Why?   Sometimes this is due to the Issuer’s current shell status, or the fact that the Shares are simply not old enough.  These are easily spotted by a securities lawyer familiar with Rule 144, and the Shareholder can be advised of the requirements and whether or not there is a contingency on which the legal opinion would depend.

But most of the time the reason why a 144 letter is not issued is due to lack of documentation.   Without documents which clearly show the origin and history of the Shares, there is no basis on which to issue a legal opinion under SEC Rule 144.

Sometimes several years have elapsed since the Shareholder acquired the Shares.  When this happens it is rare for a Shareholder to have every document surrounding a Rule 144 restricted stock transaction.

A securities lawyer with experience researching Issuers and drafting Rule 144 legal opinion letters knows what to request in order to supplement the file.  This supplemental information may take the form of Non Affiliate Letters or Affidavits in which Shareholders will affirm the circumstances under which the Shares were issued under oath.   Other times the Shareholder or securities lawyer will obtain confirmation from the Issuer or the Transfer Agent as to certain details which may remain unclear from the documents or the SEC or OTC Markets filings.

Shareholders can email their stock certificates and supporting documentation to securities lawyer Matt Stout for a Rule 144 review and a flat fee quote at mstout@otclawyers.com.

Those with additional questions about SEC Rule 144 opinion letters or selling restricted stock in OTC Bulletin Board or OTC Markets companies can also call (410) 429-7076 to speak with Matt Stout.


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