Drafting opinions of counsel for SEC filings is a time-intensive process requiring extensive legal research, precise citation verification, and meticulous attention to regulatory requirements. Attorneys spend hours reviewing transaction documents, researching applicable securities laws, and ensuring compliance with SEC and bar association standards, all while managing tight filing deadlines.
Securities attorneys spend 10-15 hours drafting comprehensive opinions of counsel for SEC filings, meticulously reviewing corporate documents, verifying authorizations, and ensuring compliance with ABA standards and SEC requirements. The process demands precision in factual recitations, proper legal formulations, and extensive cite-checking, making it one of the most time-intensive deliverables in capital markets transactions.
CaseMark automates the drafting of SEC-compliant legal opinions by analyzing your corporate documents, extracting key facts, and generating properly structured opinions with standard assumptions, qualifications, and opinion language. The platform applies securities law principles and corporate law analysis to produce comprehensive first drafts that meet professional standards, reducing preparation time by over 95%.
This workflow is applicable across multiple practice areas and use cases
Corporate finance transactions requiring SEC filings, debt offerings, and equity raises need legal opinion letters for registration statements and compliance documentation.
SEC opinion letters are fundamental to corporate finance activities including public offerings, debt issuances, and other capital raising transactions that require securities law compliance.
M&A transactions involving public companies or stock-based consideration require SEC opinion letters for registration statements and securities law compliance in connection with the transaction.
Many M&A deals require SEC filings when public companies are involved or when securities are issued as consideration, necessitating legal opinions on securities law compliance.
Private equity and venture capital firms need SEC opinion letters when portfolio companies go public through IPOs or when conducting registered offerings.
VC and PE firms frequently guide portfolio companies through public offerings and SEC registration processes, requiring securities counsel opinions for these transactions.
Corporate governance matters involving public companies require SEC opinion letters for proxy statements, corporate actions requiring shareholder approval, and securities issuances under governance frameworks.
Public company governance actions often trigger SEC filing requirements and need legal opinions on the validity of corporate actions and securities law compliance.
A legally sufficient SEC opinion must address corporate status, authorization, and securities validity with proper assumptions and qualifications. It requires examination of charter documents, board resolutions, and corporate records, with conclusions based on applicable state corporate law and federal securities law. The opinion must include standard limitations, specify governing law, provide SEC filing consent, and use formulations recognized in securities practice that meet ABA standards.
CaseMark applies ABA Legal Opinion Principles and securities bar standards to structure opinions with proper assumptions, qualifications, and reliance limitations. The platform uses market-standard formulations for validity, fully paid, and non-assessable conclusions, includes appropriate disclaimers for factual accuracy, and generates consent language compliant with Item 601(b)(5) of Regulation S-K. All outputs follow conventions established in thousands of precedent SEC filings.
Yes, CaseMark generates standard assumptions and qualifications as a foundation, which you can modify based on transaction-specific requirements. The platform includes customary assumptions regarding signature authenticity, document completeness, and officer certificates, plus standard qualifications for governing law, temporal limitations, and enforceability exceptions. You maintain full control to add transaction-specific assumptions or narrow qualifications as needed.
CaseMark reviews articles of incorporation, board resolutions, certificates of good standing, and other uploaded corporate documents to extract factual information for the opinion. The platform identifies authorization dates, share amounts, par values, corporate actions, and jurisdictional details, then incorporates these facts into the opinion with proper citations. This automated extraction ensures accuracy while eliminating hours of manual document review and fact verification.
CaseMark generates a comprehensive first draft in approximately 25 minutes after you upload the required corporate documents. This includes document analysis, fact extraction, legal analysis application, and formatting with proper opinion structure, assumptions, qualifications, and consent language. The draft is immediately ready for attorney review and customization, compared to 10-15 hours for manual preparation from scratch.