Why Does The SEC Staff Forbid Accurate Statements?

Item 601(b)(5)(i) of Regulation S-K requires that all filings under the Securities Act of 1933 include as an exhibit an opinion of counsel regarding the legality of the securities being registered, indicating whether they will, when sold, be legally issued, fully paid and non-assessable, and, if debt securities, whether they will be binding obligations of the registrant. Because so many registrants are incorporated in the State of Delaware, corporate lawyers in California and other states have become comfortable with providing basic Delaware law opinions, including the opinion required by Item 601(b)(5)(i). The issue is not whether the lawyer giving the opinion is practicing law in Delaware. Rather, it is whether the lawyer has the requisite familiarity with Delaware law to render the opinion competently. See TriBar Opinion Committee, Third-Party "Closing" Opinions § 5.3 (1998). As the TriBar Opinion Committee observed, "Mere admission to practice does not establish