J. MILLARD TAWES, Governor 15

(13) a specimen or copy of the security being registered; a copy
of the issuer's articles of incorporation and by-laws, or their sub-
stantial equivalents, as currently in effect; and a copy of any in-
denture or other instrument covering the security to be registered;

(14) a signed or conformed copy of an opinion of counsel as to the
legality of the security being registered (with an English trans-
lation if it is in a foreign language), which shall state whether
the security when sold will be legally issued, fully paid, and non-
assessable, and, if a debt security, a binding obligation of the issuer;

(15) the written consent of any accountant, engineer, appraiser,
or other person whose profession gives authority to a statement
made by him, if any such person is named as having prepared or
certified a report or valuation (other than a public and official docu-
ment or statement) which is used in connection with the registration
statement;

(16) a balance sheet of the issuer as of a date within four months
prior to the filing of the registration statement; a prof it and loss
statement and analysis of surplus for each of the three fiscal years
preceding the date of the balance sheet and for any period between
the close of the last fiscal year and the date of the balance sheet,
or for the period of the issuer's and any predecessors' existence if
less than three years; and, if any part of the proceeds of the offer-
ing is to be applied to the purchase of any business, the same finan-
cial statements which would be required if that business were the
registrant;

(17) such additional information as the Commissioner requires
by rule or order; and

(c) A registration statement under this section becomes effective
when the Commissioner so orders.

(d) As a condition of registration under this section, a prospectus
containing any designated part of the information specified in sub-
section (b) shall be sent or given to each person to whom an offer is
made before or concurrently with (1) the first written offer made to
him (otherwise than by means of a public advertisement) by or
for the account of the issuer or any other person on whose behalf
the offering is being made, or by any underwriter or broker-dealer
who is offering part of an unsold allotment or subscription taken
by him as a participant in the distribution, (2) the confirmation of
any sale made by or for the account of any such person, (3) pay-
ment pursuant to any such sale, or (4) delivery of the security pur-
suant to any such sale, whichever first occurs; provided, however,
that clause (1) may be satisfied by the use of a preliminary prospec-
tus, so designated and bearing such legend as the Commissioner may
prescribe, if a final prospectus is sent or given to each recipient of
the preliminary prospectus before or concurrently with whichever
event in clauses (2), (3) and (4) first occurs.

§ 23. Provisions Applicable to Registration Generally.

(a) A registration statement may be filed by the issuer, any
other person on whose behalf the offering is to be made, or a regis-
tered broker-dealer.