Rule 144 Opinion: Non-Affiliate Sale of Restricted Shares

The legal template "Rule 144 Opinion: Non-Affiliate Sale of Restricted Shares" pertains to a legal opinion provided by an attorney or law firm regarding the applicability and compliance with Rule 144 of the Securities Act of 1933. This specific template focuses on the sale of restricted shares by non-affiliate shareholders.

Rule 144 is a federal securities law that sets forth certain conditions and requirements for the sale of restricted securities or shares of stock that are acquired in unregistered, private transactions. The rule provides guidelines for investors to sell their restricted shares in the public marketplace without registering them with the Securities and Exchange Commission (SEC), subject to specific conditions being met.

In the context of this legal template, the purpose is to render a legal opinion on the compliance of the proposed sale of restricted shares by a non-affiliate shareholder with Rule 144. Non-affiliate shareholders typically refer to individuals or entities who do not have certain relationships or connections to the issuing company, such as officers, directors, or substantial shareholders.

The content of the template may include a summary of the issuer's circumstances, verification of the eligibility of the shareholder as a non-affiliate, and an evaluation of the applicable legal requirements under Rule 144. The attorney or law firm can assess and confirm that all conditions for the sale of the restricted shares have been met, such as the holding period, public information availability, and volume limitations.

A Rule 144 opinion is essential for both the selling shareholder and potential buyers, as it provides assurance that the sale is being conducted in compliance with applicable securities laws. This template aims to provide a standardized format for attorneys or law firms to draft a legal opinion tailored specifically to the non-affiliate sale of restricted shares under Rule 144, safeguarding the interests of both parties involved.