SAMPLE
RULE 144 – OPINION LETTER QUESTIONNAIRE
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Transfer agents almost always require a legal
opinion letter from Issuer's legal counsel (or if the company agrees
your independent legal counsel) regarding the tradability of
securities bearding a US restrictive legend before they will be
willing to remove that legend. You will need to provide certain
information to the attorney who has been asked to prepare this letter.
Often this request for information takes the form of a questionnaire.
A sample questionnaire appears below.
It is important that you contact the
attorney who will be providing you with a legal opinion letter and
specifically ask what information or form he or she will require
from you to prepare this opinion being requested. Do not
assume he or she will accept the questionnaire we have provided.
For more information about removing US
restrictive legends from share certificates go to:
How Do
You Get the Restrictive Legend off Your US Stock Certificates: Rule
144
RULE 144 –
OPINION LETTER QUESTIONNAIRE
The following information is necessary to
determine whether a Seller is eligible to have a Rule 144 opinion
letter issued.
1. How did Seller originally acquire the securities to be sold:
(a) ____ private placement offering by Issuer;
(b) ____ Reg. S offering;
(c) ____ public offering or market trade;
(d) ____ private sale by a stockholder;
(e) ____ through a merger or acquisition;
(f) ____ gift, inheritance, from a trust or from an estate;
(g) ____ part of a partnership distribution;
(h) ____ Rule 701 as compensation from Issuer;
2. Select Issuer’s reporting and shell company status:
(a) ____ The Issuer has been a public company for at least 90 days
and has filed the required 1934 Act reports
(b) ____ The Issuer has been a public company for less than 90 days
or has not filed the required 1934 Act reports
(c) ____ The Issuer is a non-reporting company that meets the
publicly available information requirements of Rule 15c2-11
(d) ____ The Issuer is a shell company with no or nominal business
operations and either (a) no or nominal assets, (b) assets
consisting solely of cash and cash equivalents; or (c) assets
consisting of any amount of cash and cash equivalents and
nominal other assets.
(e) ____ The Issuer is not a shell company as defined in 2(d) above.
3. Identify whether the Seller is:
(a) ____ an affiliate (director, officer, or 10% holder individually
or jointly)
(b) ____ a non-affiliate
4. Select the Seller’s effective holding period:
(a) ____ less than six months
(b) ____ at least six months and no more than one year
(c) ____ more than one year
5. Disclose whether Form 144:
(a) ____ has been filed
(b) ____ will be filed
(c) ____ is not required to be filed (non-affiliate)
6. Attach copies of the following documents:
(a) Seller's Form 144 for the proposed transaction (required if
Seller is an affiliate and has held the shares for at least six
months if issuer a reporting issuer or one year if Seller has held
the shares for more than one year);
(b) Seller's representation letter/questionnaire;
(c) Broker's representation letter (not required if Seller is not an
affiliate and not selling from Canada);
(d) Each Stock Certificate representing shares to be sold;
(e) Executed Power of Attorney with Medallion Guarantee; and
(e) Documents explaining differences in the spelling or form of
Seller’s name as it appears on the certificates.
 Alixe B. Cormick
Venture Law Corporation
618 - 688 West Hastings Street
Vancouver, B.C.
V6B 1P1
Phone: 604-659-9188
Fax: 604-659-9178
E-mail Us
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