Rule 10b-5 disclosure letter
A letter under Rule 10b-5 of the US Securities Exchange Act of 1934. Rule 10b-5 provides that liability in connection with the offering document may arise if material information is omitted or materially misleading information is included. A Rule 10b-5 disclosure letter is a letter from lawyers confirming that they have undertaken certain due diligence procedures and that, on the basis of such procedures, have no reason to believe that an offering document contains an untrue statement of material fact or omits to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.
For further information, see the US Securities and Exchange Commission website.

Practical Law Dictionary. Glossary of UK, US and international legal terms. . 2010.

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