If Rule 144 does not apply to private sales, gifts and pledges, what is the reason I am required to get a legal opinion?
As noted in the previous answer, the legal opinion protects the transfer agent and the issuing company from a charge of facilitating (aiding and abetting) a violation of the Securities Act of 1933 and the issuing company from loosing an exemption from registration when it originally sold the restricted stock. Therefore, transfer agents generally require a legal opinion.
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