Rule 144 Solution

RULE144Solution.com provides a broad range of opinions addressing matters of Federal Securities Law, principally under the Securities Act of 1933.

We specialize in providing opinions to publicly traded companies (issuing companies) and their stockholders.  We are often called upon to render the following types of opinion:

  • Rule 144 opinions, for the removal of restrictive legends from certificates for common stock and restrictive notations from book-entry common stock. These opinions are often called “tradability opinions”.  We provide these opinions for individual stockholders and blanket opinions for multiple stockholders.
  • Rule 144 opinions are often required by brokers when customers who hold stock certificates without restrictive legends deposit the shares in their brokerage accounts.
  • Rule 144 opinions are always required when affiliates of issuing companies want to place orders to sell to sell shares, whether or not the shares are restricted or have been purchased pursuant to an effective registration statement (including S-8) or in the open market.
  • Section 4(a)(1) opinions when Rule 144 opinions are not available (principally for non-reporting, previous “shell companies“) and the stockholders and the issuing companies satisfy certain conditions.
  • All of the above, when debt securities are converted into or exchanged for common stock without a restrictive legend or restrictive notation.
  • All of the above, when the securities have been sold by the issuing companies in reliance on Regulation S for sales outside of the U.S. to non-“US persons”.
  • Rule 144(i)(2) and Rule 405 opinions regarding the current and previous shell company status of a publicly traded company.  These opinions are frequently required by broker-dealers and, in connections with applications for trading symbols, by FINRA, the Financial Industry Regulatory Authority.
  • Exhibit 5 opinions required for registration of securities on Form S-1, S-3, S-4, S-8, S-11 and the equivalent forms for Foreign Private Issuers.  These opinions address the legality of the securities being offered, i.e., the securities are validly issued, fully paid and non-assessible.
  • Opinions to the OTC Disclosure and News Service for annual information and disclosure statements published at www.otcmarkets.com.
  • Opinions for securities issued to a claimant in reliance on Section 3(a)(10) pursuant to a court order entered after a hearing finding the issue to the claimant is fair.

Because the facts for Rule 144 opinions follow only a few distinct patterns and require satisfaction of a limited number of requirement, we can process your request for a Rule 144 opinion through this Website. If you believe you require a Rule 144 opinion, please visit “How this Site Works” and follow the instructions and links.

If you require any or other type of opinions, or any other securities registration, reporting, proxy and information statement, corporate law services, please call us at 813-874-8854 or email us at questions@rule144solution.com.

 

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