Legal opinions are something we see a lot of requests for at Wolfe Miglio, and these requests can often come with a great deal of potential problems. Typically, cryptocurrency projects need legal opinions in order to list on certain exchanges or to conduct outside operations with additional third parties that are wary of running afoul of the Securities and Exchange Commission and other regulatory agencies. With the rise in SEC enforcement actions against “gate keepers” and projects alike, it is our firm’s policy to comply to the fullest extent possible with applicable U.S. securities laws.


We usually see requests for legal opinions outlining that a cryptocurrency or other digital asset does or does not fit the definition of a security under United States securities law. We rely greatly on our expertise and experience in determining the likely legal status of an asset and strive to provide nothing but accurate and well founded opinions as to the likely classification of an asset under United States securities law.

These opinions can carry a significant amount of risk both for the project involved (which could potentially see problems if they are listed to an exchange and enable sales without proper registration or exemption filing, or in violation of resale restrictions which could violate United States securities law); and for us as the attorneys, who could run afoul of regulations and rules by providing a document which may allow for the violations to occur.



As a policy, our law firm will not draft legal opinions for clients until we have conducted a thorough internal research audit of the client’s project and have examined applicable case law and codified regulations with respect to the project in question. After such an analysis, we will inform the client of our findings as whether or not we are willing or able to draft a legal opinion to reflect our analysis. We find that it is best practices to retain the extremely knowledgeable crypto-focused attorneys at Wolfe Miglio to perform an analysis of your project from a securities standpoint even if you do not intend on listing your project on an exchange, since it will allow you better understand the applicable laws and regulations which do, or could, apply to your ideal.


We very often see foreign attorneys, individuals, and law firms performing this type of analysis on projects only to misinterpret or misunderstand applicable law, or to simply churn out a legal opinion without proper consideration for the American regulatory climate. Therefore, we strongly suggest that you have any securities analysis on projects with American investors, offerings, teams, or corporate entities done by competent attorneys who are licensed and barred in the United States. Our laws regarding the classification of securities can be quite different from the rest of the world and the risk of violation can be significant. Take the proper measures to keep yourself and your project running smoothly and compliantly. Call Wolfe Miglio.

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