What is the reason I need a legal opinion to comply with Rule 144?
Rule 144 itself does not require you to have a legal opinion. Transfer agents and issuing companies do require legal opinions before they will issue a clean certificate or put a certificate in street name. The opinion protects the transfer agent, the issuing company and the broker from a charge that they have facilitated (aided and abetted) a stock transfer or effected a sale in violation of the federal Securities Act of 1933. And, a legal opinion protects the issuing company’s claim that it had an exemption from registration when it originally sold the stock. The legal opinion does not protect you, if it is later determined that you were not entitled to receive the opinion. See the preceding answer on “good faith” defense.
