1. (a) Definitions.
2. (1) "Discretionary order of exemption" means an order entered at the discretion of the Administrator wherein the Administrator agrees to waive a requirement of the Securities Act, Business Opportunity Act, or Land Sales Act, or a rule or order thereunder, or to grant a discretionary exemption under the Securities Act, Business Opportunity Act, or Land Sales Act where the waiver or exemption is appropriate and in the public interest.
3. (2) "Interpretative opinion" means a letter that states a conclusion regarding the applicability of a relevant provision of law to a situation presented. An interpretive opinion represents a judgment based solely on the fact situation as described by the applicant and an analysis of existing law and judicial, legislative, and administrative history.
4. (3) "No-action letter" means a letter by which a person is advised that a transaction carried out under a set of assumed facts will not result in a recommendation by Department staff that an enforcement action be taken. An interpretive opinion may include an assurance of "no-action;" however, a no-action letter does not necessarily include any interpretation of law.
5. (b) Criteria for eligibility. The Administrator may honor requests from interested persons for interpretive opinions, no-action letters, and discretionary orders of exemption, if it be shown that an actual case, controversy, or issue is in contemplation and that unreasonable hardship, loss, or delay would result if the matter were not determined in advance. An application for an interpretive opinion, no-action letter, or discretionary order shall not:
6. (1) involve a hypothetical situation, a past transaction, or an issue that is currently subject to or in preparation for litigation;
7. (2) involve a matter that the applicant knows or should know is currently under investigation or subject to a regulatory action; or
8. (3) relate to an interpretation of anti-fraud provisions.
9. (c) Application process. Each request for an interpretive opinion, no-action letter, or discretionary order of exemption shall include the following:
10. (1) a letter that complies with the requirements set forth in (d) of this Section;
11. (2) any other documentation, supplemental forms, and information as the Administrator may deem necessary including, but not limited to, a signed opinion of legal counsel that briefly and succinctly states counsel's understanding of the matter at issue; counsel's opinion in the matter, which may be expressed tentatively or conditioned upon concurrence by the Administrator; and counsel's basis for such opinion; and
12. (3) the fee required by Section 1-612(A)(12) or (13) of the Securities Act.
13. (d) Content of request letter. The request letter required by (c)(1) of this Section shall:
14. (1) succinctly present the issue to be considered and provide a thorough recitation of all material facts. The request may present multiple legal issues if they are related to one transaction or set of facts, but the request should be narrowly tailored to resolve specific issues and not attempt to discuss every possible situation.
15. (2) contain the applicant's reasoning and legal analysis, including references to applicable law and previous interpretative opinions, no-action letters, or discretionary orders of exemption that support the interpretation or relief requested. The applicant should also include a discussion of law and previous interpretative opinions, no-action letters, or discretionary orders of exemption that are in opposition to the applicant's interpretation or relief requested and set forth the applicant's reasoning and legal analysis distinguishing them from the facts and issues presented in the request. Law, interpretative opinions, and no-action letters from other jurisdictions are not binding on the Administrator.
16. (3) identify the persons or entities that are the subject of the request or will rely upon the response.
17. (4) identify in the heading the citation to the particular statute or the particular rule or statement of policy to which the letter pertains.
18. (5) include a representation that any proposed transaction has not yet been consummated, that the matter is not currently subject to or in preparation for litigation, and that the applicant is not aware of any regulatory investigation involving the matter.
19. (6) disclose whether any of the persons who are the subject of the request or will rely upon the response, or any of the persons’ predecessors, affiliates, directors, officers, general partners, beneficial owners of 10 percent or more of any class of its equity securities, any promoter presently connected with the persons in any capacity, any underwriter to be involved in a transaction described in the request, or any partner, director or officer of the underwriter:
20. (A) within the last five years, has filed a registration statement that is the subject of a currently effective registration stop order entered by any state securities administrator or the SEC;
21. (B) within the last five years, has been convicted of any criminal offense in connection with the offer, purchase, or sale of any security, or involving fraud or deceit;
22. (C) is currently subject to any state or federal administrative enforcement order or judgment, entered within the last five years, finding fraud or deceit in connection with the purchase or sale of any security; or
23. (D) is currently subject to any order, judgment, or decree of any court of competent jurisdiction, entered within the last five years, temporarily, preliminarily, or permanently restraining or enjoining such party from engaging in or continuing to engage in any conduct or practice involving fraud or deceit in connection with the purchase or sale of any security.
24. (7) disclose whether the applicant has communicated with any other state securities administrator or the SEC concerning the transaction or subject matter of the request and, if so, include any requests that have been filed with any such jurisdictions and any response received from such jurisdictions.

Amended at 21 Ok Reg 2489, eff 7-1-04

Amended at 39 Ok Reg 2206, eff 9-15-22

Amended at 42 Ok Reg, Number 20, effective 8-15-25