---
title: "Prepare a due-diligence or reliance opinion from the verified file"
url: "https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/draft-the-due-diligence-or-reliance-opinion-from-the-verified-file/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A4-T1-R10-US"
practice_area: "Capital Markets & Securities — ECM/DCM and Disclosure"
tier: "red"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Prepare a due-diligence or reliance opinion from the verified file

> Index the facts the file supports, the facts it does not support, and the questions the opinion is asked to answer. Write no sentence of the opinion.

Canonical page: https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/draft-the-due-diligence-or-reliance-opinion-from-the-verified-file/united-states  
Last reviewed: 2026-10-22

Site index for agents: https://ailawframework.com/llms.txt

## Key facts

| Fact | Value |
| --- | --- |
| Practice area | [Capital Markets & Securities — ECM/DCM and Disclosure](https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure.md) |
| Human involvement | Red: Lawyer writes; AI may check, clarify or collect data |
| How AI is used | Index the facts the file supports, the facts it does not support, and the questions the opinion is asked to answer. Write no sentence of the opinion. |
| What the lawyer must review | You write and sign the opinion. Section 11 (15 U.S.C. § 77k) imposes liability if any part of the registration statement, when that part became effective, contained an untrue statement of a material fact or omitted a material fact required to be stated or necessary to make the statements not misleading. An expert who consented to be named as having prepared or certified a part, report or valuation is liable with respect to that statement (§ 77k(a)(4)). A person who is not an expert, and who relies on the defence in § 77k(b)(3), must have made a reasonable investigation and had reasonable ground to believe the statements were true. Section 77k(c) uses the prudent-man standard. A prospectus that is used must meet 15 U.S.C. § 77j. ABA Formal Opinion 512 warns that generative tools can produce plausible statements that are not true, and that even an unintentional misstatement can be a misrepresentation under Model Rule 8.4(c). You do not state that anyone may rely on the opinion until you have set the addressee and the limit on reliance. |
| Written for | United States |
| Applies to | [Draft the due-diligence or reliance opinion from the verified file](https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/draft-the-due-diligence-or-reliance-opinion-from-the-verified-file.md) |

## Checking plan

- What the AI does: Index the facts the file supports, the facts it does not support, and the questions the opinion is asked to answer. Write no sentence of the opinion.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- The index is not the opinion and is not a statement that the registration statement meets § 77j or § 77k.
- Do not describe a third party's right to sue on the opinion. No opinion-liability case was opened for this check.

## Sources

- [15 U.S.C. § 77k, civil liabilities on account of a false registration statement (Securities Act § 11)](https://www.law.cornell.edu/uscode/text/15/77k) (checked 2026-10-22)
- [15 U.S.C. § 77j, information required in a prospectus (Securities Act § 10)](https://www.law.cornell.edu/uscode/text/15/77j) (checked 2026-10-22)
- [ABA Formal Opinion 512, Generative Artificial Intelligence Tools (29 July 2024)](https://www.americanbar.org/content/dam/aba/administrative/professional_responsibility/ethics-opinions/aba-formal-opinion-512.pdf) (checked 2026-10-22)

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*