Well technically there is an opinion letter from the issuer, but all it really represents is their consent, which is required. But a non-affiliate holder can actually hire their own lawyer to write the opinion letter, but will still need the written consent of the company.
This is where it gets tricky. They company can drag its feet and withhold consent and may have some leeway to do so. But ultimately they are required to consent if there is no lockup agreement or leak out agreement and thus litigation can result.
If Foote’s intent is to slow roll company consent to the conversions this will get really messy really quickly.
As far as I can tell he did not require any leak out or lock up agreements for the Pref B issuance:
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