Lawyers From Which Country Can Write Token Legal Opinion

When issuing a token, founders often assume that a Legal Opinion must be prepared by lawyers licensed in the same country where the company is incorporated. Sometimes this is the case, sometimes not.

A Legal Opinion is written for third parties that assess the legal risk of working with the project: exchanges, banks, custodians, funds, payment providers, and, in some cases, regulators. For these parties, the key question is not necessarily where the company is incorporated, but whether the Legal Opinion addresses the legal framework that is relevant to their own compliance obligations.

As a result, the jurisdiction of the lawyers issuing the Legal Opinion is usually determined by the desired market, not by domicile.

Company Jurisdiction Is Not the Same as Regulatory Exposure

Many crypto projects are incorporated in offshore or neutral jurisdictions such as the Cayman Islands, BVI, Seychelles, or Panama. These jurisdictions are commonly used for holding companies, foundations, or token issuers because of corporate flexibility, tax neutrality, or investor familiarity.

However, incorporation alone rarely determines regulatory exposure. What matters is where the token is offered, traded, marketed, or used, and which jurisdictions may assert regulatory authority over those activities.

For example, a Cayman-incorporated project listing a token on a U.S. exchange will be reviewed primarily through the lens of U.S. law. In such a case, a Legal Opinion issued by Cayman counsel may not satisfy the compliance expectations of the exchange, even though the company itself is Cayman-based.

Why Market Access Drives Legal Opinion Requirements

Exchanges, banks, and financial institutions operate under strict regulatory regimes. When onboarding a crypto project, they must demonstrate that they have conducted proper legal and compliance due diligence. A Legal Opinion serves as external confirmation that the project’s structure and token model have been reviewed by qualified legal professionals.

From their perspective, the decisive factor is whether the opinion addresses the laws they are subject to. This is why the same project may be asked to provide different Legal Opinions depending on where it seeks to operate.

Global or Non-Restricted Token Distribution

Some projects do not target specific regulated markets and aim for a global, non-restricted distribution model. In these cases, requirements are often more flexible.

Projects commonly rely on either a Legal Opinion issued by lawyers from the company’s home jurisdiction or the U.S., which many international counterparties treat as sufficiently comprehensive.

Why the Same Project May Need More Than One Legal Opinion

As projects grow, it is common to require more than one Legal Opinion. A token may initially launch with a global or limited-scope opinion, and later require additional opinions when entering new markets, listing on different exchanges, or engaging with institutional partners.

This is not a sign of inefficiency. It reflects the fact that Legal Opinions are context-specific documents designed to address particular regulatory environments and audiences.

A Practical Rule for Founders

In practice, the rule is simple: a Legal Opinion should be issued by lawyers experienced in the jurisdiction that matches the desired market.

Understanding this early allows founders to plan legal work strategically, avoid unnecessary expenses, and ensure that the Legal Opinion will actually be accepted by the institutions that matter most.