You have requeeteb the opinion of this Departme& upon the foll.qdng faotual+Ilationr %vin YOU plebe ravise me if l per~0n ~b2

accepts employment for a dealer in oil and gas seourltiel is required to be lipeneed under the Seom~ties Act.

*The faata in the cam &e theme: a holder of a license employed am individual&r the pur- pose of seour~ or takjng a block of oil and ga8 leases. ?he leaem were taken in ,the name of the baler; thy employee oontaoted the laud ownera, offered to lease the luxt for and in the rune of the licensed dealer. The oonlpen6atioB agreed to be paid for the taking of thie block of oiland@e lsaeeswae lOmute per wre for each aore eo leaeed. The m&Loyee did not sell or attempt to cell such leases nor &Lb he deal in wuch leasee, other thw to plaoe them in the bank subjeot to accepmoe by the dealer. Such employee wae a Hotly Public and In the esetutics of such leame took the a&knowlHI&wnte of the variou8 land ownera."

The fsctualsituatim etateb above is preatioally identical with the faots set forth in the opini011 Of the

’ Honorable D. Riohard Voges - Page 2 (V-221) Supreme Court of Texas in Fowl&r v. Hulte, ~38 Tax. 636, 161 3. W. 26 478, (1942) wherein it was held a8 followe:

"If the plaintiff inerrorFowleraa aoon- dition precedent to the performanoe of the servi- ces for which he wae employed by defendant in error Rults, prOcuring the exeoution of the oil and grs leases by the lami ownere, were required to regi- ster ae a dealer under the Securities Act, then any peinon employed by en oil company, or other prorpeo- tive lessee, to obtain or assist $b obtaining oil and gas leases frcm land owmre would be required to register aa a dealer in securities before entering upon the performanoe of his duties. There is in our OpiUiOIlIlO laEIguaf$O in the Act to juf3tifythatCoU- atraction of it and thrt oonstnmtion is not neoeaaw to the aocomplislrmmt of the deolrrtd and obvious pur- pose of the sltrtute.

‘ore the amendmenta were enacted." (Empha~~ie added) The foregoing doctrine was again affirmed by the Supreone Court in Hkrren V. Hollingsworth, 167 5. W. 2.i 735 (1945); but no reference wae made therein to the amendmant to Article 60&, V.C. S., by the Forty-seventh Legialatuzm in adding Section 33b thereto~ (Chap. 363, Sec. 2, Aota' l$kl, 47th Leg. p. 593) aiaoe the tranaao- tion Involved sroae prior to the paeeage of the Mendment.

Th6 Supreme Court in the owe of Lewis v. Davis, 199 S.W. (26) 146, 149, hae definitely conetrued tb meaning of the above an- phasized smendmente to'the Securities Aot,aa Pollowe:

"The Securities Act, Regular Session, 44th Legislature, Chapter 100, was emended in 191 by adding to It Sections 33a and 33b, Acts ReguLar Session, 47th Legislature, Ohspter 363. section 33a relates to the renedy of the purchaser againat the seller. Section 33b provides thtno person or company shall bring or maintain an action fqr the collection of a oonmieaion or compensation *ror strvioea rendered in the sale or purohaee of eeouri- ties, aa that term is herein defined, without alleg- ing and proving that such perrson or company was duly *3 Honwable D. RlohardVoges -Page 3 (V-221)

lioensed under the proviaicpls tireof aud the seouri- tiea ao'sold or uumhased were duls renirstered uuder the pr~visi~na h&&f. We do notoo&rue this tiea se0tm to intend, on r000uat of itause of the worde 'sale or purchase of aecuritiea' mb 'secu- rities no sold or ptmhaoed', to work ohmges In the general purpose of the Aot and 80 to amend it as to require the procurdng of penuits or licenses by those who buy securities and the registration of meourities ‘for the protection of sellers against buyers.

"As ii pointed out, in Fowler v. Hults, 138 Tei. 636, 161 s. w. 28 478, t,h securities Act in rI.l of its many sections m&as careful and detailed provision for the registration of dealers in seourities, that is, praom engaging in the buaiuesa of selling aaouri- tics, end for permita for the ifmum3ca of q eourltiea, that is. securities issued to be sold -- all for the protection of buyers rgainet +lera. The Aot doss not mder'uka to prescribe a plm for the ragistratioo of of buyers of securities or methods for the proteotion of sellers against buyers. Had it been intended by the amendment of the Aot made in 1941 80 raidoally to ch8oge it LB to make its various rsquirements applicable to buyers aa well as to sellers, that titention oertaialy would have beanmore clearly and explicitly sham. The ressonabla construction to be pLsoed ou Section 33b is that it maone that a peraon, who is requirad by the te?ma of the Act to register aa a daalar, ealemman or agent or to obtain a parmit, may not briug or maintain an action for commiaaion or ocmpematlon for his servicae performed ~8 such dealer, sale- or agant without allegging and proving that he wa8 duly licensed and the securities duly registered under the Act. A comtruotion of Section 33b LB intending to ohmge all of the various q ectiom and provisions of the Aot so aB to make thaw apply to buy- ers em well as to sellere would be contrary at least to the spirit and purpose of Section 36 of Article III of the Tax- Constitution, Vernon~s Ann. St., which prohibits unandmanlx of laws, or sections of law@, by referenoe.“ (BktQhaS IS edded)

In view of the foregoing decision, the employaa of the iioensed dealer in oilaud gas seouritlss is not subject to the pro- vision of the Texas Securities Act., @rticle 60&x, v.c.s.), ana ha need not 8courc a license thereunder.

AB employee of a llcenaad dealer in oil * gas leases, who acts a8 agent for such dealer in scouring oilaud gas leraea, is not subjeot to the proviaica?a of the Texas Se&ritits Aot (Article 60oa, V.C.S.), end need not mecure a lioense thsreundar. Fowler v.

Honorable D. Riohard Voges -Page 4 (V-221)

Huts, 138 Tex. 636; Lsvia v. Dwia, 199 S. w. (26) Yours very truly, AlTORIU!XGElyEBALOFTEXAS C.K. Ri6hrds /a BY C.K. Rioharda Assiatknt APPROVED: Price Daniel /a ATTORIfEYGENERAL