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10b-5 Letter
[date]
[address]
Re: Underwriting Agreement
Ladies and Gentlemen:
This firm has acted as counsel to [name of company], a [state of incorporation] (the “Company”), in connection with the issuance and sale of [number] shares of common stock, par value $[amount] (the “Shares”) of the Company, pursuant to the terms of the Underwriting Agreement dated [date] (the “Underwriting Agreement”) by and among the Company and you, as representatives of the several underwriters named in Schedule I to the Underwriting Agreement (the “Underwriters”). This letter is furnished to you pursuant to the requirements set forth in Section [number] of the Underwriting Agreement in connection with the closing thereunder on the date hereof (the “Closing”).
Nothing herein shall be construed to cause us to be considered “experts” within the meaning of Section 11 of the Securities Act of 1933, as amended.
During the course of the preparation of the Registration Statement on Form S-1 (No. [number]), as amended by Amendments Nos. [number] and [number] thereto (the “Registration Statement”), we reviewed the Registration Statement and the final Prospectus dated [date], as filed pursuant to Rule 424(b)(1) under the Securities Act of 1933, as amended (the “Prospectus”) and participated in conferences with officers and other representatives of the Company, with representatives of the independent public accountants of the Company and with you and your representatives at which the contents of the Registration Statement and Prospectus, together with the documents and information listed on Exhibit A hereto (such documents and information hereinafter referred to as the “Pricing Disclosure Package”) and related matters were discussed. The purpose of our professional engagement was not to establish or confirm factual matters set forth in the Registration Statement, the Prospectus, or the Pricing Disclosure Package and we have not undertaken any obligation to verify independently any of those factual matters. Accordingly, we do not assume any responsibility for the accuracy, completeness, or fairness of the statements in the Registration Statement, the Prospectus, or the Pricing Disclosure Package (except to the extent set forth in the first sentence of paragraph [number] and paragraph [number] of our opinion addressed to you dated the date hereof).
Moreover, many of the determinations required to be made in the preparation of the Registration Statement and Prospectus involve matters of a non-legal nature.
Subject to the foregoing, we confirm to you that, on the basis of the information we gained in the course of performing the services referred to above, no facts have come to our attention that cause us to believe that (i) the Registration Statement, at the time it became effective, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading; the Pricing Disclosure Package, as of [time] [am][pm] on [date] contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or that the Prospectus, as of its date or as of the date hereof, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that in making the foregoing statements, we do not assume any responsibility for the accuracy, completeness, or fairness of the statements contained in the Registration Statement, the Pricing Disclosure Package, or the Prospectus and we do not express any belief with respect to the financial statements and supporting schedules and other financial, statistical, or accounting information and data [and other expertized information] contained in or omitted from the Registration Statement, the Pricing Disclosure Package, or the Prospectus.
We assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this letter. This letter has been prepared solely for your use in connection with the Closing under the Underwriting Agreement on the date hereof, and should not be quoted in whole or in part or otherwise be referred to, and should not be filed with or furnished to any governmental agency or other person or entity, without the prior written consent of this firm.
Very truly yours,
____________________
[Signature]
End of Document