美国优先股法律模板之formoflegalopinion2013clean.docx

This sample document is the product of a Working Group of lawyers who specialize in venture capital financings, acting under the auspices of the NVCA. See the NVCA website for a list of Working Group members. This document is intended to serve as a starting point only, and should be tailored to meet the specific requirements of the State in which you practice, as well as the opinion practices and procedures of your law firm. This document should not be construed as legal advice, nor should the participation of lawyers in the Working Group be construed as an indication of their willingness to give or advise the acceptance of this form of opinion. FORM OF LEGAL OPINION Below is an example of the legal opinions that might be given in a typical venture-backed preferred stock financing. As most law firms have their own forms and the opinions give n depe nd on the specific circumsta nces, this is meant only as a start ing point for refere nee purposes. NOTE: The follow ing assumes a Delaware corporati on headquartered in Califor nia. Based upon the foregoing and subject to the additional qualifications set forth below, we are of the opinion that: 1 The Company is validly existing as a corporation and in good standing under Delaware law and is qualified as a foreign corporation and in good standing in [California]. The Compa ny has the corporate power to execute and deliver the Tran sact ion 2 3 Documents in which it is named as a party and to perform its obligations thereunder. The Compa ny has duly authorized, executed and delivered the Tran sacti on Documents in which it is named as a party, and such Transaction Documents constitute its valid and binding obligations enforceable against it in accordance with their terms. ThisOpinion recipients sometimes request an opinion that the Company is “ duly incorporated. This requires the opinion preparers to con duct a more exte nsive in quiry into the past tha n an opinion that the is validly existi ng as a corporati on, ” and