A form of opinion to be used as a starting point for drafting or reviewing the opinion that must be filed as Exhibit 5 to a registration statement in an SEC-registered, non-shelf offering of common stock, including an initial public offering and certain follow-on offerings. This Standard Document contains detailed drafting notes explaining each section of a typical Exhibit 5 opinion (also referred to as a legality opinion or validity opinion). It includes the sources of authority and guidance on Exhibit 5 opinions, including Staff Legal Bulletin No. 19. This Standard Document notes common SEC comments received on Exhibit 5 opinions. Finally, it addresses who can deliver an Exhibit 5 opinion, and refers readers to leading resources for further information on the substantive opinions required.