10b-5 Letter

A “10b-5” letter refers to a “negative assurance” letter delivered by counsel usually as a condition to the closing of a securities offering. In the letter, counsel will state that nothing has come to its attention that causes the firm to believe that the offering document contains any untrue statement of material fact or omits to state a material fact necessary in order to make the statements in the offering document, in light of the circumstances under which such statements were made, not misleading—consistent with the language of Rule 10b-5 under the Securities Exchange Act of 1934.