Sample California Third-Party Legal Opinion for Venture Capital Financing Transactions

摘要

In 2009, the Opinions Committee of the Business Law Section of the State Bar of California published a commentary on customary practice with respect to third-party legal opinions given in venture capital financing transactions (the "2009 Venture Capital Report"). This sample opinion (the "Venture Opinion"), along with the accompanying footnotes, augments the 2009 Venture Capital Report by providing an illustration of what an opinion letter given in a venture capital financing transaction might look like. The Venture Opinion builds upon several prior exemplars: the Committee's Sample California Third-Party Legal Opinion for Business Transactions (the "Transactional Opinion"), the "Boston Form" based upon the ABA Legal Opinion Principles, and the form legal opinion of the National Venture Capital Association. Unlike the Venture Opinion, both the Transactional Opinion and the Boston Form use an unsecured loan as their transactional model. In addition to building on these prior forms, the Venture Opinion is based on various other opinion reports of the California State Bar Business Law Section and other bar associations, such as the Committee on Legal Opinions of the American Bar Association's Section of Business Law and the TriBar Opinion Committee. The Venture Opinion provides an illustration of an opinion letter, based on the principles articulated in the 2009 Venture Capital Report, that is directly relevant to venture financings of the type frequently consummated in California and elsewhere, including examples of opinions on capitalization, stock issuances, and "no registration."