Bond Counsel Services

As bond counsel we have rendered opinions in connection with bonds issued by states, counties, cities, municipalities, school districts and public authorities. These transactions have financed such diverse projects as highways and bridges, water and sewer facilities, mass transit systems, universities, school districts and capital projects.

Where Fox Rothschild has served as bond counsel, we have performed functions such as:

  • Reviewing any invitation to bid in the event of competitive sale or the bond purchase contract in the event of a negotiated sale.
  • Rendering opinions as to the accuracy of the official statement and whether the bonds are exempt from registration under securities law.
  • Drafting or reviewing all documents necessary for the transaction, including:
    • resolutions
    • legal notices or advertisements
    • preliminary official statement and official statement
    • bond purchase agreement
    • trust indenture
    • loan agreement
    • paying agent agreement
    • escrow agent agreement
    • general certificate
    • federal tax certificate
    • certificate regarding issue price
    • required federal and state tax forms
    • UCC filings
    • Rule 15c2-12 disclosure agreement
    • certificate of authentication and delivery of the bonds
    • receipts settlement sheet
    • bond closing documents, such as arbitrage certificates, IRS Form 8038 and legal opinions
  • Attending all meetings required for the preparation of the bond issuance, including sessions with the issuing agency, meetings with its staff and meetings with others involved in the transaction.
  • Supervising the bond closing.
  • Rendering legal opinions for the bond issue addressing (if acting as bond counsel) whether the bonds are valid and binding obligations of the agency, the sources of payment or security for the bonds, whether and to what extent interest on the bonds is exempt from federal income taxes and from the taxes, if any, imposed by the state, and other customary matters.
  • Providing consultation and advice to the agency as is reasonably necessary to complete the bond issue and provide the appropriate tax opinions.

As bond counsel, Fox also provides subsequent consultation and advice upon request relative to the requirements of and compliance with Rule 15c2-12 and any disclosure agreement made pursuant thereto and all legal and tax issues associated with the proper investment and expenditure of bond proceeds.