Changes in tax opinion standards have altered how tax counsel
should be implemented in complex securities offerings.
On October 14, 2011, the Division of Corporation Finance of the
Securities and Exchange Commission (SEC) issued Staff Legal
Bulletin No. 19 (the Legal Bulletin), which, among other things,
provides certain enhanced standards for tax opinions filed in
connection with registered offerings of securities.1
Specifically, this guidance elaborates on the particular offerings
for which tax opinions are required as well as the required
substance of those opinions. At the time of its issuance, there was
much speculation as to whether the heightened tax opinion standard
of the Legal Bulletin would materially change the tax opinion
preparation process for registered securities offerings and
registration statement tax disclosures. After almost a year since
its issuance, it is clear that this has been the case for more
complicated offerings, although the effect has
