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Rule 313 Submission of Partnership Articles Submission of Corporate Documents

This rule is no longer applicable. NYSE Rule Interpretation 313 has been superseded by FINRA Rule 4110. Please consult the appropriate FINRA Rule.

(d) OPINION OF COUNSEL
/01 Loans, Demand Notes and Partners' Contributions

The Rule 313(d) opinion is required not only for the sale of a member organization's equity securities or debentures but also for the infusion of capital through subordinated loans of cash, secured demand notes and capital contributions of limited partners. In some cases, purchasers of member organization stock have asserted that the sale violated blue sky laws and have sought rescission of the sale. A similar Federal claim might exist under the 1933 Act. The SEC has warned about soliciting subordinated loans in violation of Federal securities laws.
/02 Independent Counsel

Any opinion submitted to comply with Rule 313(d) must be rendered by independent counsel. While such opinions normally are to be rendered by outside counsel, the Exchange, in its discretion, may accept the opinion of inside counsel, where appropriate. Without exception, all legal opinions must address, with specificity and in a reasoned manner, each of the factors indicated in Rule 313(d), including the basis for relying upon a particular claimed exemption provided by the Securities Act of 1933.

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