Section 11 Opinion to Auditors
A form of opinion to be delivered to the issuer's auditors by counsel to the agents in a registered medium-term note (MTN) program so that, under SAS 72, the auditors can deliver a comfort letter to the agents. This form of opinion can be adapted for other registered offerings in which financial intermediaries who meet the definition of statutory underwriter under Section 2(a)(11) of the Securities Act of 1933 are not named underwriters. These opinions are sometimes called SAS 72 attorney letters. The Drafting Notes to this form of opinion discuss certain circumstances under which a SAS 72 representation letter can be delivered instead of this opinion and why that may be preferred.