Transfer Agents and a new Standard for Rule 144 Opinion Letters

Transfer agents require convertible note holders to supply a legal opinion letter from a securities attorney explaining the legal basis for issuing stock without a restriction .Shares acquired from conversion of a convertible note can be issued without a restrictive legend because the Rule 144 six months holding period for the Notes can be tacked to the holding period for the stock under Rule 144(d)(3)(ii), but only if the “conversion” is a mere exchange “of other securities of the same Issuer

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