Proofpoint Inc. S-8 Employee Benefits Initial

Sample Law Firm Opinion Letter

To:

Re:

Gentlemen:

By letter dated , Chief Executive Officer of , L.P. (the "Partnership"), has requested us to furnish you with certain information in connection with your examination of the accounts of the Partnership as of and for the period then ended.

Our engagement by the Partnership has been limited to specific matters as to which we were consulted by the Partnership, and there may exist matters of a legal nature which could have bearing on the Partnership's financial condition with respect to which we have not been consulted.

Our information is, therefore, not complete and our response should not be relied on by you in connection with your examination as a complete statement regarding the information requested.

We do not consider the Partnership's request as imposing a requirement on our part to review the Partnership's books and records or to question its officers or directors to ascertain whether any contingencies (as described below) may be discovered.

We further assume that you are familiar with the financial statements proposed to be issued by the Partnership as at and for the period then ended, and the notes thereto, which have not been furnished to us, and that you are not relying on us to confirm the existence, description or accuracy thereof. Accordingly, we are not commenting on any matters contained therein.

Subject to the foregoing and the last paragraph of this letter, please be advised that as of , we were not, and as of the date of this letter we have not been, engaged to give substantive attention to, or represent the Partnership in connection with, material loss contingencies coming within the scope of clause (a) of Paragraph 5 of the ABA Statement of Policy referred to and defined in the last paragraph of this letter (the "ABA Statement of Policy") relative to pending or overtly threatened litigation, claims or assessments (excluding unasserted claims or assessments) against the Partnership, any pending litigation instituted by the Partnership, or any pending government investigations, except as follows:

[State exceptions]

The Partnership has not specifically identified to us in its request letter any unasserted possible claims or assessments coming within clause (c) of Paragraph 5 of the ABA Statement of Policy which the Partnership has determined are to be considered probable of assertion and which, if asserted, would have at least a reasonable possibility of an unfavorable outcome; accordingly, pursuant to the ABA Statement of Policy, we do not express any opinion thereon.

If in the course of your audit there should come to your attention a matter involving a possible contingency of the Partnership which you believe may have been the subject of legal consultation or representation by us and which is not covered by the Partnership's request and this response, please bring that matter to our attention so that there may be no misunderstanding concerning the reason for its omission.

At , the Partnership was indebted to us in the amount of $ for legal fees and disbursements theretofore billed to the Partnership. In addition, at December 31, 1997, we had accrued fees and disbursements for legal services rendered to the Partnership which had not yet been billed in the aggregate amount of $ .

The information set forth herein is as of the date hereof, and we disclaim any undertaking to advise you of changes which thereafter may be brought to our attention.

This letter is solely for your information in connection with your examination of, and report with respect to, the accounts of the Partnership as of ,. It is not to be quoted or otherwise referred to in any financial statement of the Partnership or any related documents, nor is it to be filed with or released to any government agency or any other person or entity without the prior written consent of this firm.

This response is limited by, and in accordance with, the American Bar Association Statement of Policy regarding Lawyers' responses to Auditors' Requests for Information (December 1975) and its accompanying Commentary (which Commentary is an integral part of said Statement of Policy) (together, the "ABA Statement of Policy"). Without limiting the generality of the foregoing, the limitations set forth in the ABA Statement of Policy on the scope and use of this response (Paragraphs 2 and 7) are specifically incorporated herein by reference, and any description herein of any "loss contingencies" is qualified in its entirety by Paragraph 5 of the ABA Statement of Policy. Reference is made to the last sentence of Paragraph 6 of the ABA Statement of Policy and its accompanying Commentary.

This is to advise you that whenever, in the course of performing legal services for the Partnership with respect to a matter recognized by us to involve an unasserted possible claim or assessment that may call for financial statement disclosure, we have formed a professional conclusion that the Partnership must disclose or consider disclosure to its auditors concerning such possible claim or assessment, we as a matter of professional responsibility to the Partnership will so advise the Partnership and will consult with the Partnership concerning the question of such disclosure; provided, however, that it is the position of this firm that the applicability of the requirements of Statement of Financial Accounting Standards No. 5 is an accounting question, rather than a legal question, and therefore the Partnership should look (and in preparing this response we have assumed that it has looked) to its auditors for advice on that subject.

Very truly yours,