Every vertical has the same shape. The Written Attorney Consultation at $300 is the entry step and is credited in full toward any package of $1,500 or more within thirty days. The middle tiers are the products I already sell on their own. The program at the top is for the trigger events described on this page. "From" means a floor: the final fixed fee is set in writing after I have seen the documents.
| Vertical | Entry | Mid tiers | Program |
|---|---|---|---|
| Promotions, sweepstakes and skill gaming | Written Attorney Consultation, $300 | Skill-Gaming Opinion (to 5 jurisdictions), from $5,000 19-State Sweepstakes Opinion, $15,000 50-State Skill-Gaming Opinion, $15,000 | National Promotion Program, from $25,000 Regulated Vertical Launch, from $30,000 |
| Healthcare SaaS | Written Attorney Consultation, $300 | Healthcare SaaS Legal Package, from $3,500 Multi-State Opinion Framework, from $15,000 | Healthcare SaaS Enterprise Launch, from $25,000 |
| Founder transitions and entity cleanup | Written Attorney Consultation, $300 | Complete Founder Package, from $2,500 | Corporate Reset, from $25,000 |
| State-by-state treatment required by a processor, investor or platform | Written Attorney Consultation, $300 | Skill-Gaming Opinion (to 5 jurisdictions), from $5,000 Multi-State Opinion Framework, from $15,000 | Repeated-Framework Multi-State Reliance Opinion, from $25,000 |
| Digital assets, treasury and securities | Written Attorney Consultation, $300 | Private Fund Formation & LP Launch, from $15,000 Fund Securities & Subscription Program, from $20,000 Offshore / Cayman U.S. Counsel, from $20,000 | Digital-Asset Treasury & Novel Securities Opinion, from $25,000 Institutional / Large Securities Program, from $35,000 |
| Regulated product launch | Written Attorney Consultation, $300 | SaaS Legal Stack, from $3,500 Multi-State Opinion Framework, from $15,000 | Regulated Vertical Launch, from $30,000 |
| Law firm AI | Written Attorney Consultation, $300 | AI Systems Diagnostic (for Law Firms), $5,000 AI Practice Implementation Sprint, $10,000 Firm AI Operating System Build, $20,000 | Firmwide AI Transformation Program, from $30,000 |
Marketplace escalation and trademark chain-of-title work stay on their existing ladders. I have not built a program at this level for them because the economics rarely justify it, and I would rather say so than fill a shelf.
| Buyer | An issuer and its board after the instrument terms have crystallized, or a company adopting a digital-asset or digital-credit treasury structure that its counterparties will ask about. |
|---|---|
| Trigger | A counterparty, an investor or the board asks for a signed conclusion on how the instrument or the treasury program is characterized and which exemption or path it relies on. |
| Fee | From $25,000 for an issuer or internal board opinion. Larger securities programs are the Institutional / Large Securities Program, from $35,000. A materially different addressee, conclusion, instrument or transaction is a new engagement, not an add-on. |
Deliverables
| Item | What it is |
|---|---|
| Written characterization or exemption opinion | Addressed to the issuer and its board, stating the conclusion, the law covered, and the conditions on which the conclusion depends. |
| Factual certificate | Signed by management, setting out the facts the opinion relies on. I do not sign until this is signed. |
| Assumptions and reliance schedule | Every assumption, every exclusion, and the list of who may rely on the opinion. |
| Reviewed closing record | Board and holder authority, the instrument, the offering documents, and the capitalization record, reviewed for consistency with the opinion. |
| Implementation memo | What the company must keep doing for the conclusion to remain accurate, and which future changes would reopen it. |
Prerequisites before I sign
- Final or execution-ready instrument and offering documents.
- Organizational documents and the capitalization record.
- Identified governing law and the law the opinion will cover.
- Board and holder authority record.
- The exact purchaser class and the offering path.
- Treasury and custody facts where relevant.
- A management factual certificate.
- A named reliance audience.
- No unresolved factual contradiction in the record.
- Separate counsel engaged for any conclusion outside the agreed competence or jurisdictional perimeter.
Review process
- Conflict check and written scope, including the exact question the opinion will answer and who will be able to rely on it.
- Record review. I read the instrument, the offering documents, the corporate record and the treasury facts, and I list every gap in writing.
- Draft opinion and draft factual certificate go to management together, because the certificate is where the facts get confirmed.
- Two consolidated revision rounds within the first ninety days, as described under the twelve months of support.
- Signed opinion once the record is closed and the certificate is signed.
Not for you if the instrument is still being negotiated, the record contradicts itself, or the opinion must be addressed to a bank, exchange, transfer agent, auditor or public-offering participant. That kind of external reliance is priced and considered separately and is not a routine product of this practice.
Related reading: Crypto Treasury Legal Opinion for Companies and Boards and Bitcoin Treasury and Digital Credit Securities Counsel.
| Buyer | A company that cannot launch until its licensing or exemption analysis, its contracts and its operating controls line up: promotions and sweepstakes platforms, digital-asset consumer products, trading platforms and similar regulated models. |
|---|---|
| Trigger | A launch date exists and the legal structure does not yet exist, or a processor, platform, investor or internal review has identified structural gaps that a set of standard contracts will not close. |
| Fee | From $30,000. Full page: Regulated Vertical Launch. |
Deliverables
| Item | What it is |
|---|---|
| Product architecture review | The entities, user flows, payment flows, counterparties, commercial model, launch states and regulated functions that the analysis turns on. |
| Regulatory map | Federal and selected-state licensing and exemption map: likely triggers, available exclusions, unresolved questions, and the points that require local counsel. |
| Launch matrix | State-by-state matrix separating common rules from state-specific conditions and showing where the product needs a different path. |
| Agreements and disclosures | The commercial contracts, platform or consumer terms, provider agreements, disclosures, consents and eligibility terms named in the written scope. |
| Operating controls | Escalation rules, recordkeeping steps and internal checklists tied to the legal requirements the project addresses. |
| Implementation memo | Written analysis of the selected structure, material conditions, unresolved issues and the decisions that remain before launch. |
Prerequisites
- Product flows and payment flows, in whatever form they exist.
- Entity chart, licenses or registrations already held, and the states targeted for launch.
- Existing contracts, policies and any processor, platform or diligence correspondence that raised the issue.
Review process
- Written description of the vertical, the business model and the intended footprint, followed by a scope and fee band in writing.
- Conflict check, final fixed fee, engagement letter. Nothing is billed before both are done.
- Regulatory map and launch matrix first, so that the contracts are drafted for the structure that survives the analysis, not the one that was assumed.
- Documents and controls, then the implementation memo.
- Two consolidated revision rounds within the first ninety days, then the twelve months of support.
Not for you if the launch is in one state, involves one contract, or can be described in a paragraph. The SaaS Legal Stack or the Multi-State Opinion Framework is the better purchase, and I will say so at intake.
| Buyer | A brand, an agency or a platform that runs repeated sweepstakes, contests or promotions across the country rather than one campaign a year. |
|---|---|
| Trigger | Promotions are running in twenty or more states at a cadence where a fresh opinion letter for each campaign no longer makes sense, or a processor, platform or retail partner has asked for a program-level compliance framework instead of campaign-by-campaign letters. |
| Fee | From $25,000. |
Deliverables
| Item | What it is |
|---|---|
| Program architecture | Written memo on how the promotions are structured as a program: sponsor and administrator roles, entry mechanics permitted and prohibited, prize handling, and the decision points where a campaign needs individual review. |
| Master rules system | Official rules templates with variable schedules, abbreviated rules for creative, and the short-form disclosures that go with each entry method. |
| Campaign checklist | The checklist the marketing team completes before each campaign, mapped to the rules system and the state matrix. |
| State matrix | Registration and bonding thresholds, disclosure requirements, prohibited structures and timing rules by state, for the states in scope. |
| Four defined campaign reviews | Four written reviews, each covering one campaign's rules, entry mechanics and creative against the matrix. Reviews beyond four are scoped separately. |
| Compliance playbook | How the team runs the program day to day: winner selection and verification, prize fulfillment, affidavits and releases, records, and when to escalate to me. |
Prerequisites
- The last twelve months of promotions with their rules and results.
- Entry mechanics, prize values, platforms used, and any consideration or purchase connection in the entry path.
- Sponsor, administrator, agency and platform relationships, and any processor or partner requirements already received.
Review process
- Conflict check and written scope listing the states, the campaign types and the four reviews.
- Program architecture memo and state matrix first, because the rules system depends on both.
- Rules system, checklist and playbook, delivered together and tested against one live campaign.
- Two consolidated revision rounds within the first ninety days, then the twelve months of support and the four campaign reviews as they are used.
Not for you if you run one promotion; the 19-State Sweepstakes Opinion or the Skill-Gaming Opinion covers that. It is also not for a business where the promotion is the product, such as a sweepstakes casino model; that is a Regulated Vertical Launch.
Related reading: Payment Processor Sweepstakes Legal Opinion and Social Media Giveaway Compliance.
| Buyer | A healthtech company entering hospital, health-system or enterprise procurement for the first time, or expanding into it at a scale where each deal can no longer be papered by hand. |
|---|---|
| Trigger | An enterprise customer's security, privacy or legal review has blocked or slowed the contract; a request for proposal requires a business associate agreement, a data processing agreement and a master agreement as a set; or the product is expanding into states with their own health-data statutes. |
| Fee | From $25,000. |
Deliverables
| Item | What it is |
|---|---|
| HIPAA and CMIA role map | Where the product is a business associate, a subcontractor, or outside HIPAA entirely, and where California's Confidentiality of Medical Information Act applies on its own terms. |
| BAA, DPA and MSA stack | Business associate agreement, data processing agreement and master services agreement drafted to be read together, with an order form and the exhibits enterprise procurement expects. |
| Privacy and data-flow analysis | Written analysis of each data path, subprocessor and retention rule, matched to the role map and to the representations the contracts make. |
| Procurement risk memo | The positions I expect enterprise counsel to push on, which ones to hold, which ones to concede, and the fallback language for each. |
| Launch controls | The internal steps, records and escalation points the company needs so that the contracts describe what actually happens. |
Prerequisites
- Architecture and data-flow diagrams, and the current subprocessor list.
- Current contracts and policies, and the customer's paper if procurement has already sent it.
- Security posture documents, in whatever state they are in.
Review process
- Conflict check and written scope naming the customer types, the states and the data categories in scope.
- Role map and data-flow analysis first; the contracts are drafted to match the facts, not the other way around.
- Contract stack and procurement risk memo, then launch controls.
- Two consolidated revision rounds within the first ninety days, then the twelve months of support.
Not for you if there is no enterprise deal in the pipeline; the Healthcare SaaS Legal Package at $3,500 is the right start. It is also not a security certification: SOC 2 and HITRUST work is not legal work and is not included.
| Buyer | A company whose payment processor, investor or platform requires state-by-state legal treatment of a product category I have already analyzed under a working framework: promotions, sweepstakes, skill contests and similar models. |
|---|---|
| Trigger | Processor underwriting requires the opinion before the account is approved, investor diligence asks for it, or a platform or ad network conditions access on it. |
| Fee | From $25,000. "Repeated framework" is what keeps the fee at this level: I apply a framework I have already built and applied. A novel question is priced as a novel opinion. |
Deliverables
| Item | What it is |
|---|---|
| Signed opinion | Addressed to the company, stating the conclusion for each jurisdiction in scope and the law covered. |
| Jurisdiction matrix | State-by-state treatment, with the conditions that apply in each state and the states where the conclusion is qualified or withheld. |
| Assumptions | Schedule of every assumption the opinion depends on. |
| Factual certificate | Signed by management, confirming the facts the opinion relies on. |
| Conditions and exclusions | What the opinion does not cover, and what future changes would reopen it. |
| Reliance letter | If the processor, investor or platform must be able to rely on the opinion, that is done by a reliance letter naming that recipient. It is agreed in writing and priced separately before I sign; see the fees section. |
Prerequisites
- Final product mechanics; a product that is still changing cannot be the subject of a signed opinion.
- The recipient's written requirement, so the opinion answers what was actually asked.
- The list of states, and a management factual certificate.
Review process
- Conflict check and written scope naming the framework, the states and any proposed reliance recipient.
- Matrix and draft opinion together with the draft factual certificate.
- Two consolidated revision rounds within the first ninety days.
- Signed opinion once the certificate is signed and the record is closed, then the twelve months of support.
Not for you if the question is novel to the framework, or the recipient is a bank, exchange, auditor or public-offering participant.
Related reading: Multi-State Legal Opinion Framework and Legal Opinion Counsel.
| Buyer | A company where a founder exit, an entity migration, a recapitalization or a fundraising cleanup are happening at the same time and each one touches the others. |
|---|---|
| Trigger | A founder is leaving while a financing is open; an investor's diligence found that the cap table does not match the signed documents; a conversion or redomestication coincides with a restructuring; or past corporate acts were never properly approved and the financing counsel wants them ratified. |
| Fee | From $25,000. Filing fees and tax advice are separate. |
Deliverables
| Item | What it is |
|---|---|
| Governance reconstruction | Ratification of past acts, corrected minutes and consents, and bylaw or operating agreement cleanup so that the record supports what the company has actually done. |
| Migration or conversion set | The documents for the entity change in scope: plan of conversion, approvals, new charter documents, and the filings prepared for the company to make. |
| Founder separation documents | Separation agreement, release, equity repurchase or transfer, intellectual property confirmation and transition terms. |
| Cap-table remediation record | A reconciled capitalization record with the document supporting every line, and a written list of what was corrected and how. |
| Board and holder approvals | The resolutions and consents that approve the reset as a whole, in the order the documents require. |
Prerequisites
- Every equity document ever signed, and the cap table as the company currently keeps it.
- Formation documents, minutes and consents, and the departing founder's agreements.
- The current term sheet or financing documents, if a financing is open.
Review process
- Conflict check and written scope. If the departing founder needs separate counsel, that is identified here and not later.
- Record review and a written gap list; the cap-table reconciliation comes first because everything else depends on it.
- Governance, migration and separation documents, sequenced so that each approval is valid when it is signed.
- Two consolidated revision rounds within the first ninety days, then the twelve months of support.
Not for you if only one of these is happening. A separation on its own is a shareholder buyout; a formation on its own is the Complete Founder Package.
Related reading: Corporate Restructuring and Entity Consolidation.
| Buyer | A law firm of five or more lawyers moving from individual experimentation to firmwide deployment. |
|---|---|
| Trigger | The partners have decided to deploy across practice groups; a client, a carrier or an auditor has asked for the firm's written AI policy; or a practice group is already using tools without a supervision and quality-control framework. |
| Fee | From $30,000. Full ladder: AI Implementation for Law Firms. |
Deliverables
| Item | What it is |
|---|---|
| AI audit | Inventory of the tools, data flows and practices already in use across the firm, with a risk register covering confidentiality, supervision and vendor terms. |
| Policy | Firm AI use policy and client disclosure framework consistent with the California Bar's practical guidance. |
| Workflows | Designed workflows for the practice groups in scope, from intake to delivery. |
| Quality-control protocol | Verification and review steps for AI-assisted work product, with the records that show they were followed. |
| Intake and delivery architecture | Client workroom or portal architecture and document-generation pipelines, as scoped. |
| Training and rollout | Structured training for attorneys and staff, per-practice-group rollout and adoption metrics. |
| Twelve-month governance | The twelve months of support described below, applied to the firm's policy and protocol as they are used. |
Prerequisites
- A partner-level decision to deploy, and a named internal owner.
- The current tool list, vendor agreements and any existing policy.
- Two practice groups willing to be first.
Review process
- Conflict check and written scope naming the practice groups and the systems in scope.
- Audit and policy first, then workflows and the quality-control protocol.
- Architecture, training and rollout, group by group.
- Two consolidated revision rounds within the first ninety days, then the twelve months of governance support.
Not for you if you are a solo or a small firm still deciding what to deploy; the AI Systems Diagnostic at $5,000 or the AI Practice Implementation Sprint at $10,000 comes first. This is an operations and governance engagement for the firm; it does not include advice to the firm's clients.
Every program on this page includes the same bounded layer of support after the initial delivery. The terms are these:
- Two consolidated revision rounds during the first ninety days, provided the underlying business model is materially unchanged.
- Six written implementation questions during the twelve months.
- Three scheduled thirty-minute Zoom consultations, with no rollover.
- Written responses targeted within two business days; Zoom consultations scheduled within five business days.
- One point-in-time update memo in month eleven, covering material changes in the law actually covered by the original work.
- Five hours maximum aggregate attorney review after the initial delivery.
What it does not include
No continuous monitoring, emergencies, new products, new jurisdictions, negotiation, litigation, filings, regulator communications, new transactions, or third-party reliance. Each of those is separately scoped if you want it.
The engagement letter says expressly that the twelve-month feature is limited implementation support, not outside general counsel. If you want standing counsel, that is a different engagement: Outside General Counsel.
Fixed fee
Each program is a fixed fee. The engagement letter lists the deliverables next to the fee so the correspondence between the two is visible on the face of the document, which is what California Rule of Professional Conduct 1.5 asks of a fee of this size. The floor on this page becomes a final number in writing after I have seen the documents, and before any payment.
Allocation and trust accounting
Because each program includes a year of future support, the engagement letter allocates the fee between the initial work and the support component, for example $20,000 to the initial work and $5,000 to the twelve months of support, rather than treating every dollar as earned on payment. Under Rule 1.15, a flat fee paid in advance may be placed in my operating account only with the written disclosures and your signed agreement the rule requires, and any portion that has not been earned when the engagement ends remains refundable.
Insurance disclosure
I do not carry professional liability insurance. Rule 1.4.2 requires me to tell you that in writing, and the engagement letter contains that disclosure.
No guarantees
No program guarantees any approval, exemption, processor acceptance, financing, listing, registration or outcome. An opinion states a reasoned conclusion on stated assumptions; it is not insurance against a different view by a regulator, a counterparty or a court, and Rule 7.1 does not permit me to suggest otherwise.
Reliance
Every opinion and memo is addressed to the client. A third party, whether a processor, an investor, a platform, a bank or an auditor, may rely on it only under a reliance letter that names that party, is agreed in writing and carries its own fee. Reliance by a bank, an exchange, a transfer agent, an auditor or a public-offering participant is not a routine product of this practice and is considered case by case. Customary opinion qualifications and reliance limitations are permitted; a prospective limitation of my liability to you is not, and I do not ask for one.
For every program, I confirm the scope and the conflict check in writing before any payment. Email me with the program name in the subject line and a short description of the trigger event; I reply in writing with whether the full program is warranted or a smaller product fits, and with the scope and fee.
| Program | Fee | How to start |
|---|---|---|
| Digital-Asset Treasury & Novel Securities Opinion | from $25,000 | Email: Digital-Asset Treasury and Novel Securities Opinion |
| Regulated Vertical Launch | from $30,000 | Email: Regulated Vertical Launch After written confirmation: pay the Regulated Vertical Launch fee |
| National Promotion Program | from $25,000 | Email: National Promotion Program |
| Healthcare SaaS Enterprise Launch | from $25,000 | Email: Healthcare SaaS Enterprise Launch |
| Repeated-Framework Multi-State Reliance Opinion | from $25,000 | Email: Repeated-Framework Multi-State Reliance Opinion |
| Corporate Reset | from $25,000 | Email: Corporate Reset |
| Firmwide AI Transformation Program | from $30,000 | Email: Firmwide AI Transformation Program |
Not sure the program is warranted
Start with the Written Attorney Consultation at $300. Send the question, the facts and the key documents; I answer in writing and tell you which rung of the ladder fits. The fee is credited in full toward any package of $1,500 or more within thirty days.
Smaller products with direct checkout
Attorney advertising. Sergei Tokmakov, California attorney, CA Bar #279869. This page describes paid attorney services and is informational only; it is not legal advice for any specific situation and does not create an attorney-client relationship. An attorney-client relationship begins only after a conflict check, a written engagement letter and payment. No approval, exemption, processor acceptance, financing, listing, registration or outcome is guaranteed. Government fees, specialist tax work, local counsel, foreign law and third-party reliance are separate unless expressly included in the written scope.