Underwriter’s Counsel

An attorney or firm of attorneys engaged to represent the Underwriter or Underwriters in connection with the issuance of Bonds.

The Underwriter of the Bonds typically hires its own counsel, with the primary exception being in connection with Bonds sold through the Competitive Sale process.  The Underwriter’s Counsel generally has the role of initial coordinator of preparing the Offering Document and is generally expected to assist the Underwriter in performing its Due Diligence investigation of the Issuer, the Borrower (if any), the project being financed and the revenues pledged as Security for the repayment of the Bonds.  Generally, Underwriter’s Counsel reviews the transaction documents, reviews the underlying support for Bond Counsel’s Opinions as to the validity and tax-exempt status of the Bonds and prepares and delivers at the Closing a “letter” as to the adequacy and accuracy of the disclosure.  Underwriter’s Counsel may also prepare some documents necessary to the transaction, including a Bond Purchase Agreement, an Agreement Among Underwriters and any required preliminary and final Blue Sky Memorandum.  For more information, please see the “Model Letter of Underwriters’ Counsel.”

Life’s a Party

Learn more about the various parties involved in a municipal securities transaction and their roles.


  • Reports and Resources

Model Letter of Underwriter’s Counsel (2nd Edition)

Model Letter provided to assist NABL members in their representation of underwriters in connection with the issuance of municipal securities. The Model Letter contains references, indicated by italicized, bold-face letters,…

See Also


A securities broker or dealer that purchases bonds from an issuer and resells them to investors.

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Underwriter’s Discount

The difference between the amount an underwriter pays the issuer for the bonds at the closing (i.e., the purchase price) and the price at which the underwriter sells the bonds to the public (i.e., the issue price).