The complaint alleges that Prot?and Capital Edge paid Linton to write attorney opinion letters for them stating that the stock acquired under these wrap around agreements lawfully could be issued to them by the transfer agent without a restrictive legend and immediately sold to the public. According to the SEC, Linton lacked any basis for the opinions he issued, which were premised on the notion that through the wrap around agreements and debt conversion, Prot?and Capital Edge could rely on a safe harbor for resale of securities held for at least one year by the 12 month period that the affiliates claimed to have held the original debt before transferring it to Prot?and Capital Edge. However, the complaint alleges that when Linton wrote the opinion letters, he lacked an understanding of the applicable legal principles and failed to substantiate the factual predicate for his opinions.
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