Understanding the Rule 144 Opinion Letter Sample

To: [Brokerage Firm Name]
From: [Law Firm Name]
Date: October 26, 2023
Subject: Opinion Regarding Rule 144 Compliance for Mr. Alex Johnson - Shares of XYZ Corp.

Dear Sir or Madam,

We represent Mr. Alex Johnson, who is seeking to sell shares of XYZ Corp. (the "Company") that he acquired on January 15, 2022, as part of an employee stock option grant. Mr. Johnson has been a non-affiliate of the Company since his departure as an employee on December 1, 2022. Based on the information provided to us, we are providing our opinion regarding the sale of these shares pursuant to Rule 144 of the Securities Act of 1933.

Our review indicates that Mr. Johnson has held the shares for more than one year, satisfying the holding period requirement. Furthermore, we have confirmed that Mr. Johnson is not an affiliate of the Company and has no intention of becoming one. The intended sale is of a quantity of shares that falls within the limitations permitted by Rule 144(e).

Therefore, in our professional opinion, the sale of up to [Number] shares of XYZ Corp. by Mr. Alex Johnson on or after January 15, 2023, is permitted under Rule 144, provided all other conditions of the rule are met at the time of sale.

Sincerely,
[Lawyer's Name]
[Law Firm Name]

To: [Clearing Firm]
From: [Legal Counsel PC]
Date: October 26, 2023
Subject: Rule 144 Opinion Letter for Ms. Sarah Chen - Founder Shares of Innovate Solutions Inc.

Esteemed Colleagues,

This letter is to provide our legal opinion concerning the proposed sale of shares in Innovate Solutions Inc. (the "Issuer") by Ms. Sarah Chen, a co-founder of the Issuer. Ms. Chen acquired her shares on March 10, 2021, through the company's initial private placement offering.

Ms. Chen has served as Chief Technology Officer and a member of the Board of Directors. However, she resigned from all officer and director positions on September 1, 2023. Since her resignation, she has acted solely as a shareholder and has not been an "affiliate" of the Issuer.

Based on our due diligence and the representations made by Ms. Chen, we believe the following:

1. The shares have been held for more than two years (satisfying the Rule 144(d) holding period).
2. Ms. Chen is no longer an affiliate of the Issuer.
3. The proposed sale volume of [Number] shares will not exceed the limits set forth in Rule 144(e) during any three-month period.

We are of the opinion that the sale of these shares by Ms. Chen is permissible under Rule 144. We advise that the Company obtain appropriate information from the Issuer regarding its current reporting status and the availability of public information as required by Rule 144(c).

Regards,
[Lead Attorney]
Legal Counsel PC

To: [Broker-Dealer Name]
From: [Law Offices of David Lee]
Date: October 26, 2023
Subject: Rule 144 Opinion: Block Sale of GreenTech Energy Corp. Shares for Capital Growth Fund LP

Dear [Contact Person],

We represent Capital Growth Fund LP (the "Fund"), an institutional investor that wishes to sell a block of shares in GreenTech Energy Corp. (the "Company"). The Fund acquired these shares on May 20, 2022, through a private investment in the Company.

The Fund is a sophisticated investor and has been advised that GreenTech Energy Corp. is a reporting company under the Securities Exchange Act of 1934 and has been so for at least 90 days prior to the sale. Furthermore, the Fund has not been and is not an affiliate of GreenTech Energy Corp.

Our analysis confirms the following:

Based on these findings, we are of the opinion that the sale of [Number] shares of GreenTech Energy Corp. by Capital Growth Fund LP is eligible for sale in accordance with Rule 144. We recommend that the brokerage firm continue to verify all information and confirm compliance with all aspects of Rule 144 prior to executing the trade.

Best regards,
[Partner Name]
Law Offices of David Lee

To: [Transfer Agent]
From: [Corporate Law Group LLP]
Date: October 26, 2023
Subject: Rule 144 Opinion: Exercise and Sale of Stock Options - Mr. Robert Sterling, former COO of BioPharma Innovations Inc.

To Whom It May Concern,

This opinion letter is provided at the request of Mr. Robert Sterling, the former Chief Operating Officer of BioPharma Innovations Inc. (the "Company"). Mr. Sterling wishes to exercise certain stock options granted to him on August 1, 2020, and immediately sell the resulting shares.

Mr. Sterling's employment with the Company concluded on July 31, 2023. Since that date, he has not held any executive, director, or significant control position within the Company, thus he is considered a non-affiliate. The options were granted more than two years ago, and the shares to be received upon exercise have been acquired through an employee benefit plan.

Our assessment indicates:

• The stock options were granted more than two years prior to the proposed exercise and sale.
• Mr. Sterling is no longer an affiliate of BioPharma Innovations Inc.
• The Company is a current SEC registrant with readily available public information.

We opine that the exercise and sale of [Number] shares of BioPharma Innovations Inc. by Mr. Robert Sterling are permissible under Rule 144, assuming all other conditions, including manner of sale and notice filing requirements, are satisfied.

Sincerely,
[Associate Attorney]
Corporate Law Group LLP

To: [Brokerage House]
From: [Securities Counsel, PLLC]
Date: October 26, 2023
Subject: Rule 144 Compliance for Ms. Emily Carter - Gifted Shares of TechForward Corp.

Dear [Contact Name],

This letter confirms our legal opinion regarding the sale of shares in TechForward Corp. (the "Company") by Ms. Emily Carter. Ms. Carter received these shares as a gift on November 15, 2022, from her father, who was an affiliate of the Company at the time of the gift.

Our understanding is that the donor acquired the shares on February 1, 2021. For the purpose of Rule 144, when shares are gifted, the donee (Ms. Carter) can "tack" or add the donor's holding period to their own. Since the donor held the shares for over 18 months prior to the gift, and Ms. Carter has held them since the gift, the full holding period requirement is met.

Furthermore, we have confirmed that Ms. Carter is not an affiliate of TechForward Corp. and has no intention of becoming one. The Company has been a reporting entity for more than 90 days, providing adequate public information.

We therefore believe that the sale of up to [Number] shares of TechForward Corp. by Ms. Emily Carter is in compliance with Rule 144, provided that any required notice is filed and all other conditions of the rule are met.

Best,

[Lawyer's Name]

Securities Counsel, PLLC

To: [Clearing Broker]
From: [Trust & Estate Legal Services]
Date: October 26, 2023
Subject: Rule 144 Opinion for The Sterling Family Trust - Shares of Global Innovations Ltd.

Dear Sir or Madam,

We represent The Sterling Family Trust (the "Trust") in connection with the proposed sale of shares in Global Innovations Ltd. (the "Company"). The Trust acquired these shares on April 10, 2020, as part of a distribution from the estate of Mr. John Sterling, who was the original purchaser of the shares.

The shares have been held by the Trust for more than two years. The beneficiaries of the Trust are not deemed to be affiliates of Global Innovations Ltd., nor is the Trust itself considered an affiliate. The Company is a publicly traded entity with current and publicly available filings with the SEC.

In summary:

• The total holding period for the shares by the Trust exceeds the required two years.
• Neither the Trust nor its beneficiaries are affiliates of the Company.
• The Company meets the public information requirements of Rule 144(c).

It is our professional opinion that the sale of [Number] shares of Global Innovations Ltd. by The Sterling Family Trust is permissible under Rule 144. We advise that the Trust consult with its broker to ensure all notification and sale execution requirements of Rule 144 are strictly followed.

Respectfully,
[Senior Attorney]
Trust & Estate Legal Services

To: [Financial Advisor]
From: [Local Securities Law Firm]
Date: October 26, 2023
Subject: Rule 144 Opinion for Mr. Michael Chen - Shares of BrightSpark Tech LLC (now public)

Dear Mr. Davis,

This letter provides our opinion on Mr. Michael Chen's ability to sell shares of BrightSpark Tech LLC, which recently became publicly traded. Mr. Chen acquired his shares directly from the Company on June 5, 2021, as a founding investor.

At the time of acquisition, BrightSpark Tech LLC was a privately held company. Mr. Chen has held these shares continuously since their issuance. He has never been an officer, director, or significant shareholder who could influence the Company's management or operations, thus he is a non-affiliate.

Key points regarding Rule 144 compliance:

1. The holding period for Mr. Chen's shares is over 18 months, exceeding the one-year requirement for non-affiliates selling non-restricted securities of reporting issuers.
2. Mr. Chen is not an affiliate of BrightSpark Tech LLC.
3. BrightSpark Tech LLC is now a reporting company, and we understand that adequate public information is available.

Therefore, we are of the opinion that Mr. Michael Chen may sell his shares of BrightSpark Tech LLC in accordance with Rule 144, provided all the rule's procedural requirements are met. We suggest verifying the Company's reporting status and ensuring all necessary filings are made.

Sincerely,
[Junior Attorney]
Local Securities Law Firm