The Division of Corporation Finance, recently, provided guidance on preparing legal and tax opinions for registered securities offerings.

Initially, Corp Fin stated when such opinions must be filed, and the content of those opinions.  The Staff referred to Staff Legal Bulletin No. 19 that discussed the opinion requirements, and its views regarding the required elements of the opinions, its practices concerning the review, and consents to include opinions in registration statements.  The Staff also described appropriate and inappropriate assumptions, attorney expertise limitations, and tax consequence materiality, as well as many other topics.  Of course, the Staff indicated that this bulletin was not an SEC rule, but merely interpretive guidance that had not been approved by the Commission. 

Essentially, this guidance should be followed when filing registration statements since Corp Fin intends to follow these guidelines when reviewing such filings.