私募基金管理人法律的意见书

私募基金管理人法律的意见书 私募基金登记备案相关问题解答（八） 问：Basics of the "Legal Opinion on the Registration of Private Equity Fund Managers" and the "Special Legal Opinion on Changes in Major Matters of Private Equity Fund Managers"

Require

Which ones are there?

answer：Judging from the submitted "Legal Opinion on Registration of Private Equity Fund Manager" and "Special Legal Opinion on Changes in Major Matters of Private Equity Manager" (hereinafter referred to as "Legal Opinion")，Generally speaking, the due diligence and intermediary checks and balances of professional legal service institutions have been brought into play.。

However, there are also cases where the "Legal Opinion" lacks description of the due diligence process and basis for judgment.、Multiple "Legal Opinions" have similar contents、Briefly express concluding remarks、Problems such as failure to verify the information filled in the applicant's system。

Here are the general contents and formats of "Legal Opinions" issued by law firms and their handling lawyers.

Require

Instructions are as follows： one、Refer to the relevant provisions of the "Administrative Measures for Law Firms Engaging in Securities Legal Business" and the "Rules for Law Firms Engaging in Securities Legal Business (Trial)"

Require

，The content of the "Legal Opinion" issued by the law firm and its handling lawyer should include a complete description of the due diligence process.，to relevant facts、Appropriate evidence and reasons for making determinations and judgments on legal issues。

two、Law firms and their handling lawyers should follow the "Guidelines for Legal Opinions on the Registration of Private Equity Fund Managers"，Express clear opinions on each specific matter item by item，And whether the private equity fund manager registration application complies with the relevant regulations of the China Asset Management Association

Require

Express overall concluding comments。 three、The statements in the "Legal Opinion" should be logically rigorous，Fully demonstrated，The name of the referring subject involved、The content of the professional legal opinions issued is specific and clear.。

The contents of the "Legal Opinion" shall be consistent with the information filled in by the applicant institution in the private equity fund registration and filing system.，If the information reported in the system is inconsistent with the due diligence status，Special instructions should be made。Law firms and their handling lawyers shall not conceal information in the "Legal Opinion"，It should be ensured that there are no false records in the Legal Opinion、Misleading statements and material omissions。

Four、Law firms and their handling lawyers should refer to the "Law Firms' Securities Legal Business Practice Rules (Trial)"，Adopt reasonable methods and means according to actual needs，Obtain appropriate evidentiary materials。

Due diligence inspection methods that law firms and their handling lawyers may adopt include but are not limited to reviewing written materials.、On-site verification、Personnel interviews、Internet and database searches、External interviews and reports to administrative and judicial authorities、Organizations with public affairs functions、Accounting firm inquiry, etc.。Law firms and their handling lawyers shall prepare and keep relevant due diligence work records and working papers.。

five、The "Legal Opinion" should contain information on the commitments of the law firm and its handling attorneys。

Example：Our firm and our handling lawyers comply with the Securities Investment Fund Law、"Measures for the Administration of Securities Legal Business by Law Firms" and "Rules for the Practice of Securities Legal Business by Law Firms (Trial)" and other provisions as well as facts that have occurred or existed before the date of issuance of this "Legal Opinion"，Strictly performed legal duties，Follow the principles of diligence, responsibility and good faith，Fully verified，Guarantee that the facts identified in this Legal Opinion are true、precise、whole，The concluding opinions expressed are legal、precise，There is no false record、Misleading statements or material omissions。

Our firm and its handling lawyers agree to use this "Legal Opinion" as a necessary statutory document for relevant institutions to apply for registration as a private equity fund manager or for changes in major matters.，Submit together with other information reported in the private equity fund registration and filing system，and be willing to assume corresponding legal responsibilities。

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