# Ecvc Draft Legal Opinion Series B > A legal opinion for a preferred stock financing should address each requested opinion item separately, including organization and good standing, corporate authorization, valid issuance and capitalization, no-conflicts, identification of the applicable securities offering exemption, state securities law compliance by investor domicile, and enforceability of each transaction document. - Skill: `finchipaiorg/ecvc-draft-legal-opinion-series-b` (Agent Skill) - Install (CLI): `npx skillmds@latest add finchipaiorg/ecvc-draft-legal-opinion-series-b` - Raw SKILL.md: https://api.skillmd.com/api/skills/finchipaiorg/ecvc-draft-legal-opinion-series-b/raw - Safety review: pending - Works with: Claude Code, Claude.ai, OpenAI Codex - Category: Coding & Dev Tools - Author: FinchipAIOrg (https://skillmd.com/u/finchipaiorg) - Updated: 2026-09-22 - Page: https://skillmd.com/skills/finchipaiorg/ecvc-draft-legal-opinion-series-b --- # Skill: Draft Legal Opinion for Series B Preferred Stock Financing ## 1. Subject-matter triage - Treat the request as an opinion-letter drafting task with a companion internal issues memo. - Read the opinion request first and convert every requested opinion item into a drafting checklist before writing. - Determine whether the closing package supports each opinion, and flag any missing authority, approval, filing, or factual support before finalizing the letter. - If the closing package includes investors or state-law variations, analyze them individually rather than as a generic group. ## 2. Failure modes the skill is correcting - The opinion is drafted as a single financing-level conclusion instead of separate paragraphs for each requested opinion item, leaving gaps if one document or condition is not covered. - The state securities analysis is reduced to a federal-only exemption discussion, without addressing investor-domicile blue sky issues, notice filings, or residual state-law conditions. - Corporate authorization is stated without confirming the approval path actually used, including whether action was by meeting, unanimous written consent, or a hybrid process. - Capitalization is described loosely instead of tied to the closing capitalization record as of the opinion date. - Enforceability is stated once for the transaction package rather than document by document with standard qualifications. - Internal discrepancies are noticed but not converted into a prioritized issues memo with concrete remediation steps. - Conclusions are asserted without naming the governing statute, rule, or doctrine supporting them. ## 3. Legal frameworks / domain conventions that apply - Standard investor opinion coverage in a preferred stock financing commonly includes organization and good standing, corporate power and authority, valid issuance, capitalization, no conflicts, required consents, securities-law exemption, state blue sky compliance, and enforceability. - Each opinion item should be tied to the governing legal source that supports it, such as the applicable corporate statute, securities act exemption, blue sky provision, or contract-enforcement doctrine. - For authorization, confirm that the board approvals and any required stockholder approvals satisfy the applicable corporate statute and internal governance documents. - For valid issuance, confirm that the shares to be issued will be validly issued, fully paid, and non-assessable upon satisfaction of closing conditions. - For capitalization, align the opinion with the authorized, issued, reserved, and closing issuances reflected in the cap record as of the closing date. - For no-conflicts, test against the charter or formation document, governance documents, identified material contracts, and applicable law. - For securities exemption analysis, identify the actual exemption being relied on and match the analysis to the offering mechanics, investor sophistication, solicitation structure, and any notice-filing obligations. - For state securities law, analyze each investor domicile separately and confirm any filing or condition applicable under the relevant blue sky regime. - For enforceability, address each transaction document separately and include the usual qualifications for bankruptcy, insolvency, equitable principles, and similar limits. ## 4. Analytical scaffolds - Build a document-by-document checklist from the request letter, then match each item to the evidence in the closing set. - For organization and good standing, confirm the entity’s formation jurisdiction and current status; if foreign qualification matters, check the operating footprint against the qualification record. - For corporate authorization, verify the actual approval mechanics and the scope of authority granted for the financing and each signing/closing document. - For valid issuance, ensure the closing conditions and consideration support the issuance conclusion. - For capitalization, read the cap table as of the opinion date and verify consistency among the charter, board actions, investor materials, and closing equity schedules. - For no conflicts, scan the governing documents and material agreements for consent, transfer, issuance, preemptive, drag, MFN, or similar restrictions that could be implicated. - For governmental consents, identify every consent, approval, or filing that must occur before or at closing, and separate obtained items from pending items. - For securities-law analysis, first identify the exemption, then analyze why the offering mechanics fit that exemption, then address any state-law overlays by investor domicile. - For enforceability, give a separate paragraph for each material transaction document, name the law governing the opinion, and state standard enforceability qualifications. - For the internal memo, convert each discrepancy into a concrete issue, identify why it matters, and propose a specific resolution path. ## 5. Vertical / structural / temporal relationships - If there are multiple investors, jurisdictions, or filing obligations, enumerate them explicitly and analyze each one in sequence. - If the opinion depends on both board action and stockholder action, confirm the temporal order and whether each prerequisite was effective before closing. - If a filing or notice is conditioned on closing, distinguish pre-closing, closing, and post-closing obligations. - If one document incorporates another by reference or is conditioned on another document, reflect that dependency in both the opinion letter and the issues memo. - If the closing package has internal inconsistencies, reconcile them by identifying which source controls, which point needs correction, and whether the issue affects delivery timing. ## 6. Output structure conventions - Draft the opinion as a formal letter addressed to the recipients identified in the request materials, with numbered opinion paragraphs corresponding to each requested item. - Use separate paragraphs for organization/good standing, power/authority, valid issuance, capitalization, no conflicts, required consents, securities exemption, state-law compliance, and enforceability. - Include a qualifications and assumptions section that is tailored to the actual transaction documents and governing law. - If the state-law analysis varies by investor domicile, present it in a schedule or exhibit organized by jurisdiction. - Draft the internal issues memo as a separate advisory document with a defined severity scale used consistently for each issue. - For each issue in the memo, state the problem, cite the controlling authority or document basis, explain the transaction impact, and give a concrete recommended fix. - End the memo with a Recommended Actions section that assigns the task to the relevant role and ties each action to a closing milestone or deadline. - Write the opinion letter first, then the issues memo, and confirm both files are complete and substantive before treating the task as done.