Model Opinion of Independent Counsel for Draw Against Debenture Commitment (United States)
This is a Small Business Administration (SBA) model opinion of independent counsel for SBA acceptance. The form provided here is simply a sample of what the actual Form 27B looks like.
SBA Form 27B (Revised 4-98)
(MODEL OPINION OF INDEPENDENT COUNSEL)
LETTERHEAD
(Date)
Small Business Administration
409 Third Street, S.W.
Washington, D.C. 20416
Dear Sir/Madam:
In connection with the application of __________________________ ("Licensee") to you for the guaranty of its Debenture(s), and the sale of such Debentures(s) to a short-term holder for later transfer to a pool against which certificates representing interests in such pool will be sold (collectively, the "Transaction"), I have reviewed:
The form of the original executed debentures(s) (SBA Form 444C), which has not been completed except for the signature block;
Such provisions as I deemed necessary of (a) the [Business Corporation Law of the State of
__________________________]
[Business Corporation Law of the State of __________________________ and Limited Partnership Law of the State of
__________________________] [Limited Partnership Law of the State of
__________________________] (b) the [Certificate of Incorporation and By-Laws of the Licensee] [Articles of Limited Partnership of Licensee and Certificate of Incorporation and By-Laws of
__________________________, the General Partner of Licensee] [Articles of Limited Partnership of Licensee] and (c) the Small Business Investment Act of 1958, as amended, and the regulations issued thereunder; and
[A certified copy of the Resolution of the Board of Directors of Licensee dated , 19 ] [A certified copy of the Resolution of the Board of Directors of the General Partner of Licensee dated
__________________________, 20_______] [The certificate of the General Partner of Licensee dated
__________________________, 20_______] authorizing the issuance of the Debenture(s) and related action.
Based on such review, I am of the opinion that:
(1) [Licensee is a corporation duly organized and validly existing under the laws of the State of
__________________________;]
[Licensee is a limited partnership duly organized and validly existing under the laws of the State of
__________________________,
and the General Partner of Licensee is duly organized and validly existing under the laws of the State of
__________________________;] [Licensee is a limited partnership duly organized and validly existing under the laws of the State of
__________________________;]
(2) the Debenture(s), when properly completed and when the principal amount(s), less fees and expenses, has been advanced to Licensee or its assigns, will be a valid and binding obligation of Licensee enforceable in accordance with its terms, except as limited by any subordination provision applicable to such Debentures(s) and by bankruptcy and similar laws affecting creditors generally; and
(3) SBIC Funding Corporation has been duly authorized by the Licensee to act as its agent to sell the Debenture(s) at such price, on such date, at such interest rate, and on such terms and conditions as may be deemed proper and as approved by you. This opinion may be relied upon by your counsel with respect to all or any part of the Transaction.
Very truly yours,
SBA Form 27B (Revised 4-98)
OMB Approval No. 3245-0081
Office of Investment
Investment Division
Small Business Administration
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Model Opinion of Independent Counsel
for Draw against Debenture Commitment
Attached is a model of an Opinion of Counsel which includes the elements considered to be essential for SBA's acceptance. The Opinion must be furnished by independent counsel under counsel's or firm's letterhead. For the purpose of this Opinion, independent counsel means counsel with no direct or indirect affiliation with the SBIC.
The form contains bracketed information provided for counsel to conform his/her opinion to the legal structure of the SBIC. The first bracketed phrases refer to corporate SBICs, the second to limited partnership SBICs with a corporate General Partner, the third to limited partnership SBICs with an individual General Partner. Counsel should use only language applicable. Adjustments to the text should be made, as necessary, for opinions regarding limited liability company (LLC) SBICs or limited partnership SBICs with limited partnership or LLC general partners.