Draft Legal Opinion For Series B Preferred Stock Financing

---
name: ecvc-draft-legal-opinion-series-b
task_id: emerging-companies-venture-capital/draft-legal-opinion-for-series-b-preferred-stock-financing
description: A legal opinion for a preferred stock financing should address each requested opinion item separately, including organization and good standing, corporate authorization, valid issuance and capitalization, no-conflicts, identification of the applicable securities offering exemption, state securities law compliance by investor domicile, and enforceability of each transaction document.
activates_for: [planner, solver, checker]
---

# Skill: Draft Legal Opinion for Series B Preferred Stock Financing

## 1. Subject-matter triage
- Treat the request as an opinion-letter drafting task with a companion internal issues memo.
- Read the opinion request first and convert every requested opinion item into a drafting checklist before writing.
- Determine whether the closing package supports each opinion, and flag any missing authority, approval, filing, or factual support before finalizing the letter.
- If the closing package includes investors or state-law variations, analyze them individually rather than as a generic group.

## 2. Failure modes the skill is correcting
- The opinion is drafted as a single financing-level conclusion instead of separate paragraphs for each requested opinion item, leaving gaps if one document or condition is not covered.
- The state securities analysis is reduced to a federal-only exemption discussion, without addressing investor-domicile blue sky issues, notice filings, or residual state-law conditions.
- Corporate authorization is stated without confirming the approval path actually used, including whether action was by meeting, unanimous written consent, or a hybrid process.
- Capitalization is described loosely instead of tied to the closing capitalization record as of the opinion date.
- Enforceability is stated once for the transaction package rather than document by document with standard qualifications.
- Internal discrepancies are noticed but not converted into a prioritized issues memo with concrete remediation steps.
- Conclusions are asserted without naming the governing statute, rule, or doctrine supporting them.

## 3. Legal frameworks / domain conventions that apply
- Standard investor opinion coverage in a preferred stock financing commonly includes organization and good standing, corporate power and authority, valid issuance, capitalization, no conflicts, required consents, securities-law exemption, state blue sky compliance, and enforceability.
- Each opinion item should be tied to the governing legal source that supports it, such as the applicable corporate statute, securities act exemption, blue sky provision, or contract-enforcement doctrine.
- For authorization, confirm that the board approvals and any required stockholder approvals satisfy the applicable corporate statute and internal governance documents.
- For valid issuance, confirm that the shares to be issued will be validly issued, fully paid, and non-assessable upon satisfaction of closing conditions.
- For capitalization, align the opinion with the authorized, issued, reserved, and closing issuances reflected in the cap record as of the closing date.
- For no-conflicts, test against the charter or formation document, governance documents, identified material contracts, and applicable law.
- For securities exemption analysis, identify the actual exemption being relied on and match the analysis to the offering mechanics, investor sophistication, solicitation structure, and any notice-filing obligations.
- For state securities law, analyze each investor domicile separately and confirm any filing or condition applicable under the relevant blue sky regime.
- For enforceability, address each transaction document separately and include the usual qualifications for bankruptcy, insolvency, equitable principles, and similar limits.

## 4. Analytical scaffolds
- Build a document-by-document checklist from the request letter, then match each item to the evidence in the closing set.
- For organization and good standing, confirm the entity’s formation jurisdiction and current status; if foreign qualification matters, check the operating footprint against the qualification record.
- For corporate authorization, verify the actual approval mechanics and the scope of authority granted for the financing and each signing/closing document.
- For valid issuance, ensure the closing conditions and consideration support the issuance conclusion.
- For capitalization, read the cap table as of the opinion date and verify consistency among the charter, board actions, investor materials, and closing equity schedules.
- For no conflicts, scan the governing documents and material agreements for consent, transfer, issuance, preemptive, drag, MFN, or similar restrictions that could be implicated.
- For governmental consents, identify every consent, approval, or filing that must occur before or at closing, and separate obtained items from pending items.
- For securities-law analysis, first identify the exemption, then analyze why the offering mechanics fit that exemption, then address any state-law overlays by investor domicile.
- For enforceability, give a separate paragraph for each material transaction document, name the law governing the opinion, and state standard enforceability qualifications.
- For the internal memo, convert each discrepancy into a concrete issue, identify why it matters, and propose a specific resolution path.

## 5. Vertical / structural / temporal relationships
- If there are multiple investors, jurisdictions, or filing obligations, enumerate them explicitly and analyze each one in sequence.
- If the opinion depends on both board action and stockholder action, confirm the temporal order and whether each prerequisite was effective before closing.
- If a filing or notice is conditioned on closing, distinguish pre-closing, closing, and post-closing obligations.
- If one document incorporates another by reference or is conditioned on another document, reflect that dependency in both the opinion letter and the issues memo.
- If the closing package has internal inconsistencies, reconcile them by identifying which source controls, which point needs correction, and whether the issue affects delivery timing.

## 6. Output structure conventions
- Draft the opinion as a formal letter addressed to the recipients identified in the request materials, with numbered opinion paragraphs corresponding to each requested item.
- Use separate paragraphs for organization/good standing, power/authority, valid issuance, capitalization, no conflicts, required consents, securities exemption, state-law compliance, and enforceability.
- Include a qualifications and assumptions section that is tailored to the actual transaction documents and governing law.
- If the state-law analysis varies by investor domicile, present it in a schedule or exhibit organized by jurisdiction.
- Draft the internal issues memo as a separate advisory document with a defined severity scale used consistently for each issue.
- For each issue in the memo, state the problem, cite the controlling authority or document basis, explain the transaction impact, and give a concrete recommended fix.
- End the memo with a Recommended Actions section that assigns the task to the relevant role and ties each action to a closing milestone or deadline.
- Write the opinion letter first, then the issues memo, and confirm both files are complete and substantive before treating the task as done.