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Law Offices of Barry Sooalo ------------------------- Attorney at Law

Securities/Municipal Bonds
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Securities/Municipal Bonds

* Draft registration statement and prospectus.

* Coordinate filing of registration statement and exhibits.

* Draft questionnaires for officers, directors, and principal shareholders.

* Draft promissory notes.

* Draft underwriting agreements.

* Draft trust indentures.

* Draft bond purchase agreement.

* Draft blue sky memoranda and blue sky registration documents.

* Review status of blue sky registrations.

* Draft legal investment survey.

* Notify state securities administrators of Securities and Exchange Commission (SEC) effectiveness.

* Draft and file dealer and/or salesperson registration documents.

* Perfect securities dealer or issuer exemptions.

* Prepare memoranda on the availability of exemptions and requirements for registration.

* Draft and file documents for registering broker/dealers and/or salesmen with National Association of Securities Dealers (NASD), SEC, and, if necessary, state securities commissions.

* Draft NASDAQ and National Market System listing applications.

* Draft and file documents for renewing or withdrawing the registration of broker/dealers with salespersons.

* Research and obtain information concerning filings with NASD and SEC.

* Where applicable and appropriate, qualify dealer corporations.

* Draft and file Forms 3,4,5,8-K, 10-C, 10-K, 10-Q.

* Draft and file Form D.

* Draft and file Form 144 and related documents.

* Draft lease agreement, loan agreement, agreement of sale, facilities financing agreement, ordinance or contracts.

* Draft letter of transmittal and other tender offer documents.

* Draft confidential offering memorandum.

* Draft security agreements, including deeds, guaranties, mortgages.

* Draft summaries of documents to use in preparing preliminary official statement and official statement.

* Coordinate accuracy of statements with underwriter.

* Finalize basic documents and distribute for execution.

* Draft necessary resolutions authorizing the issuance of bonds.

* Send bond form to printer.

* Obtain Committee on Uniform Securities Identification Procedures (CUSIP) number for offerings.

* Proof first gallery of bonds and check manufacturing schedule, coupon amounts, and CUSIP numbers.

* Check bonds at time of closing and read bond numbered 1. Draft closing documents for issuer, including authorizing resolutions, authentication order to trustee, incumbency certificate, non-arbitrage certificates, and CUSIP numbers.

* Draft resolutions and officers' certificates for corporate approval and execution.

* Draft tax election and arrange for filing.

* Draft recording certificate.

* Draft financing statements.

* Obtain certificates from state agencies (e.g., good standing of company).

* Attend closing, check all certificates and opinions, insurance policies, and legal descriptions.

* Compile closing transcript, prepare index, and organize closing binders.

* Draft regulation of public companies.

* Prepare drafts of proxy material and statements.

* Draft annual report to shareholders.

Note - Some of the information contained in the Business/Corporate section of this publication also includes work performed in the Securities/Municipal Bonds specialty area.

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Providing legal services in civil and criminal matters in Honolulu and throughout the Pacific.