1. Why is a legal opinion letter needed?

Tokens can represent anything from a store of value to a set of permissions in the physical, digital, and legal world. Depending on the features of the token, issuing and selling of the token may fall under legal regulations. For example, issuing a security token falls under securities laws, while a utility or payment type of token does not fall under legal regulation.

One of the key points of any token offering is listing an issued token on a cryptocurrency exchange or cryptocurrency exchanger, in order to create liquidity. Hence, it is often required to draft a legal opinion on the substance of the token with the legal opinion analyzing the concept and features of the token.

Legal Opinion Letter will be drafted to confirm or deny the classification of a token as a security. Cryptocurrency exchanges require such legal opinion security or non-security in order not to be subject to the laws applicable to classic exchanges that trade in securities. Legal opinion is also crucial for the token issuer in order not to trigger heavier legal requirements than needed for the contemplated business model.

  1. When does a business need an opinion letter?

A legal opinion is often needed when a business or project related to tokens or cryptocurrencies faces the following situations:

Initial capital call (ICO or STO): When a business is planning an initial capital call through an ICO (Initial Coin Offering) or STO (Security Token Offering), legal opinion plays an important role. important. This ensures that the capital call complies with relevant securities and legal regulations.

Listing on exchanges: When businesses want to list their tokens on cryptocurrency exchanges, the exchange often requires a legal opinion before listing. This ensures that the token is compliant with regulations and trustworthy enough to be traded on the exchange.

Cooperation with financial institutions or cryptocurrency-related partners: When businesses plan to cooperate with financial institutions, banks, or other partners in the field of cryptocurrency, they often require a legal opinion to verify the legality of businesses and their operations.

New product or project development: When a business develops a new product or project related to tokens or blockchain technology, a legal opinion can ensure that the legal aspects of this project are considered. review and compliance.

International transactions: When businesses engage in international transactions or activities in the cryptocurrency sector, a legal opinion can help ensure legality and compliance in various markets.

Unique products or services: If your business’s products or services involve unique technology or unique intellectual property, a legal opinion can help ensure that these assets are protected and used properly.

Resolution of disputes or legal conflicts: In the event of a dispute or legal conflict relating to tokens or cryptocurrencies, a legal opinion may be required to clarify the legal issues and provide basis for the dispute resolution process.

Regulatory changes: As the cryptocurrency regulatory environment changes, businesses need to change to comply. Legal opinions can help them adapt to these changes and ensure that they maintain compliance.

Remember that depending on the specific situation and country, legal requirements may vary. Therefore, it is always better to discuss with a lawyer or legal expert with experience in the cryptocurrency and blockchain field to determine when a specific legal opinion is needed.


This website is intended solely for informational purposes and does not constitute legal advice. You should not rely on the information presented here and should consult a lawyer for professional advice tailored to your specific situation. No solicitor-client relationship with TIMELAW is established until a formal written agreement is in place.

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