SEC/Legal Opinion experts

At the closing, when SPAC founder shares are converted to Pubco shares and the SEC restrictive legends are removed, should the transfer agent be authorized by SPAC counsel or Pubco counsel to remove the restrictive legends?

To provide additional context, the Pubco shares issued to the SPAC founder shares were registered in the S-4. The transfer agent requested an opinion confirming the registration of these shares in the S-4.

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It can be any law firm. Should be SPAC counsel in my experience since they would have been the ones who worked on the underlying documents. But you should have come to an accord on that with them and had SPAC counsel deliver it to the TA at closing.

SPAC counsel may ghost you if you’re representing the PubCo post-closing, especially since they were likely fee capped and there’s no one to pay them for post-closing work.

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That's my impression about SPAC counsel as well. They have pushed back on issuing the opinion.

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