Vision Financial Markets



FORM OF 4(a)(1)/144 OPINION LETTER (Sale by Shareholder of Restricted Stock in a 144 Transaction)

[Date]

[Transfer Agent – Name and Address]

Vision Financial Markets LLC

120 Long Ridge Road, 3 North

Stamford, CT 06902

Re: [Name of Issuer]

Gentlemen:

We have acted as counsel to ________________[ name of customer] (“Seller”) a _____[corporation, LLC, etc.] duly organized and validly existing under the laws of the state of _______, in connection with the sale of _______ shares (the “Shares”) of common stock, $.____par value, of _______________(the “Company”) by Seller to ________ (“Purchaser”), and subsequent deposit of such Shares represented by certificate numbers___________________ into Purchaser’s brokerage account with __________ (“Brokerage Firm”). We are providing this opinion to Vision Financial Markets LLC (“Vision”), Brokerage Firm’s clearing firm, to confirm that the Shares are unrestricted and freely tradable in the hands of Seller.

[REVISE THIS FIRST PARAGRAPH AS NEEDED]

The Shares were purchased by Seller on ________________, 201_ from [the Company][___________].

[Add additional facts such as shares issued as a result of a debt conversion to stock]

We have reviewed such matters and documents, and made such investigations, as we have deemed necessary to render the opinions set forth below. Such documents include, without limitation:

1. [list all relevant documents including articles of incorporation, by-laws, good standing certificate, Seller’s Rep letter, stock purchase agreement, stock subscription agreement, the stock certificate(s) (with certificate numbers), Company’s SEC filings.]

2. [if shares acquired in a conversion of debt to stock, list all relevant documents]

[Add Standard Assumptions – signatures genuine, etc.]

Based upon and subject to the foregoing and having considered such questions of law as I have deemed necessary as a basis for the opinions expressed below, I am of the opinion that:

1. Seller is not an “affiliate” of the Company and has not been for at least the preceding three (3) months;

(or if an entity)

None of the officers, directors or managers of Seller is a director, executive officer or 10% shareholder of the Company nor has been one for at least the preceding 90 days; Seller is not an “affiliate” of the Company;

2. Seller may rely on Rule 144 as a safe harbor from the definition of “underwriter” as that term is defined in Section 2(a) of the Securities Act of 1933 (“Securities Act”); [OK to omit – if meet 144 then fall into safe harbor for determining who is not an underwriter]

3. Seller has held the Shares since ______, 20__, a period of at least __months;[number of months should be at least the number required to meet 144-either 6 or 12 months]

4. Reporting Issuer: The Company is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 (“Exchange Act”), as applicable, and has been for at least 90 days prior to the sale of the Shares and has filed with the SEC on the EDGAR system all reports and other materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months;

OR

Non-Reporting Issuer Meeting the Requirements of (c)(2): The Company is not subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as applicable. The information posted by the Company at ____________ constitutes “adequate current public information” concerning the Company and its securities, is “publically available” within the meaning of Rule 144(c)(2) and otherwise meets the requirements of paragraph (c)(2);

OR

Non-Reporting Issuer: The Company is not subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as applicable and does not post “adequate current public information” concerning the Company and its securities which is “publically available” within the meaning of Rule 144(c)(2) and otherwise meets the requirements of paragraph (c)(2);

5. The Company is not a “shell” company as defined in Rule 144(i); [Rule 144 not available to securities of issuers who are shell companies]

6. The Shares will be sold in “broker’s transactions” within the meaning of Section 4(4) of the Securities Act and in compliance with Rule 144(f); [only applies to Affiliates]

7. The amount of Shares, together with the amount (determined in accordance with Rule 144 (e)(3)(i)) of other securities sold during the three months preceding such sale for the account of Seller or of persons whose sales of securities are required to be aggregated with sales for the amount of Seller by Rules 144(a)(2) and 144(e)(3), will not exceed the amount of such Shares permitted to be sold for the account of Seller under Rule 144(e); [only applies to Affiliates]

8. The sale of the Shares by Seller is exempt from registration under the Securities Act pursuant to Section 4(a)(1) and Rule 144 (b) thereunder and may be sold without registration.

[Closing paragraphs]

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