Model Legal Opinion (Closing Counsel Opinion)
The closing counsel opinion letter delivered to Series A investors, covering good standing, corporate power, due authorization, enforceability, no conflicts, valid issuance of the Preferred (and conversion Common), no required consents, and the Securities Act registration exemption, with customary assumptions, qualifications, and reliance limits.
What is a Model Legal Opinion?
A Model Legal Opinion (Closing Counsel Opinion) is the opinion letter company counsel delivers to Series A investors at closing. It covers good standing, corporate power, due authorization, enforceability, no conflicts, valid issuance of the Preferred (and conversion Common), no required consents, and the Securities Act registration exemption, subject to customary assumptions, qualifications, and reliance limits.
Built for company counsel delivering the closing opinion to the Series A investors, and investor counsel red-lining the received opinion against market standard.
Model Legal Opinion template, current for 2026
The excluded-areas qualification carries 2026-current carve-outs for AI-specific statutes, OFAC/sanctions, and privacy/data-protection laws. There is an explicit Rule 506(c) verification prong for solicited rounds, NSMIA preemption drafting for state blue-sky, UCC Article 8 book-entry language for uncertificated Preferred, and an integrated-opinion clause to prevent piecemeal reliance.
How HDAi does this differently
Unlike a static form, HDAi runs a guided interview and assembles your Model Legal Opinion as you answer. When you want it finished, a licensed Hart David Carson attorney reviews it and tailors it to your facts before you sign. The interview and the first draft are automated. The judgment belongs to an attorney.
What you’ll be asked
- Name of the law firm delivering the opinion The opinion is issued on the firm's letterhead. Enter the full firm name exactly as it should appear in the signature block.
- Firm office city and state (opinion jurisdiction) The office issuing the letter. This anchors which state law the opinion covers (in addition to Delaware corporate law and federal securities law).
- Closing / opinion date Legal opinions speak only as of their date. Use the actual closing date of the Series A financing.
- Full legal name of the Company Use the exact name on the certificate of incorporation, including 'Inc.' or 'Corp.'
- State of incorporation Nearly all VC-backed companies are Delaware. If Other, the opinion will need additional local-counsel coverage.
- How are the investors defined in the SPA? Match the defined term used in the Series A Preferred Stock Purchase Agreement so the opinion tracks the transaction documents.
- Series designation of the preferred stock being issued For example 'Series A Preferred Stock' or 'Series Seed Preferred Stock'.
- Number of Preferred shares issued at this closing The exact number of Preferred shares being sold at closing (across all Purchasers). Used in the duly-issued opinion.
- Date of the Series A Preferred Stock Purchase Agreement The date on the face of the SPA (usually the same as closing, but sometimes signed earlier).
- List all Transaction Documents covered by the opinion One per line or separated by semicolons. These are the agreements you are opining on. Do NOT include ancillary items like disclosure schedules or officer certificates.
- Date of the Amended and Restated Certificate of Incorporation filed at closing The A&R Charter that creates the Series being issued. This is the operative charter for the duly-authorized opinion.
- Cover Common Stock issuable upon conversion? Standard practice is to opine that the Common Stock reserved for conversion of the Preferred, when issued upon conversion, will be duly authorized, validly issued, fully paid and non-assessable.
- Number of Common Shares reserved for conversion The number reserved in the A&R Charter for issuance upon conversion of the Preferred at the initial 1:1 conversion ratio.
- Federal exemption relied on 506(b) is standard for VC rounds with no general solicitation. 506(c) applies if the round was generally solicited and all Purchasers verified as accredited.
- Blue-sky opinion scope For Rule 506 offerings, state law is preempted under NSMIA except for notice filings and fees. Most VC opinions rely on preemption.
- Laws covered by the opinion Opinions are limited to laws the firm is qualified to opine on. The transaction documents' governing-law clause drives which state contract law is covered.
- Material contracts reviewed for the no-conflicts opinion The no-conflicts opinion is limited to contracts actually reviewed. Standard practice is to reference the disclosure schedule list rather than re-list them.
- Rely on officer's certificate for capitalization? By universal practice, counsel does not independently verify the cap table; the CEO or CFO delivers a certificate on which the opinion expressly relies.
- Jurisdictions of good standing / foreign qualification Only opine on good standing where you have a current good-standing certificate in hand. List the domestic jurisdiction and each foreign qualification state confirmed.
- Firm signature block (typed) The firm name in all caps as it appears in the signature. Legal opinions are signed in the firm's name rather than by an individual partner.
- Who may rely on the opinion? Reliance is limited to preserve privity. Most opinions extend to Purchasers and their counsel only; transferee reliance requires a supplemental letter.
- Automatic termination language? Standard. Confirms counsel has no obligation to advise of later changes in law or fact.
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