Legal Opinion for Token Issuance in El Salvador
Partners ask for an opinion when they need clarity on classification, offering perimeter, and enforceability of token-holder rights.
- Exchange/partner listing: due diligence and risk committee review.
- Bank/custody rails: compliance and onboarding decision support.
- Investors: structure defensibility and disclosures quality.
- Cross-border offers: distribution controls and restricted markets logic.
Related: DASP • Tokenized funds
- Token nature and economic design review.
- Issuer/offer structure and roles.
- Perimeter mapping (issuance vs services).
- Rights design and obligations mapping.
- Governance triggers (if any).
- Default/remedy logic review.
- No promises of outcomes.
- Assumptions must be accurate.
- Implementation remains critical.
- Token economics and rights description (term sheet or draft terms).
- Issuer/SPV structure, cap table (if equity-linked), governance and roles.
- Smart contract / token standard summary (features, transfer restrictions).
- Custody/rails partners and service provider roles (if any).
Goal: map “who does what” and “what right exists” in enforceable form.
- Target markets and investor types (retail/professional, jurisdictions).
- Marketing/distribution channels and restrictions perimeter.
- Draft disclosure / whitepaper / offering memorandum (if available).
- KYC/AML and onboarding flow description (evidence and logs baseline).
Goal: avoid accidental offers in restricted markets and align controls to reality.
If the structure is still being designed, start with issuance structuring and then issue the opinion on the final stack.
- Background & facts relied upon (documents reviewed).
- Token/structure description (issuer, roles, rights, flow).
- Classification & perimeter analysis (issuance vs services).
- Rights enforceability and documentation coherence.
- Distribution controls and restricted markets logic.
- Assumptions, qualifications, limitations and reliance.
We can format for partner DD (short form) or investor-grade review (extended).
- Gap list for disclosure / terms (what must be fixed to reduce risk).
- Recommended wording for risk factors / limitations (non-marketing).
- Perimeter memo for DASP exposure (if functions trigger services).
- Evidence trail checklist (what logs/records to keep for DD).
If custody/exchange/brokerage is in scope, we coordinate with DASP positioning.
- Undefined token rights.
- Missing issuer responsibilities.
- No evidence trail baseline.
- Partners spot mismatch fast.
- Structure becomes non-defensible.
- Rework is inevitable.
- Weak reliance framing.
- Unbounded conclusions.
- Inconsistent facts.
We do not promise approvals or listings. The goal is a defensible deliverable aligned to facts, documents and real flows.
Collect inputs, confirm issuance flow, define questions the opinion must answer.
Issuer/roles, token rights, distribution perimeter, services triggers and partners.
Prepare draft, flag inconsistencies and missing controls/disclosures.
Update assumptions after fixes; finalize reliance-ready version for partner DD.
If you need both structuring and opinion, we can run it as a single transaction: design the stack → issue the opinion on the final documents.
- Token issuance with partner DD (exchange/bank/custody).
- Cross-border distribution needing perimeter controls.
- Equity-linked / RWA / fund-like token designs.
- Projects needing a defensible classification narrative.
Focus: evidence-based analysis, clear assumptions, direct answers to perimeter questions, and reliance limits stated properly.