It is our opinion that using a conventional vesting contract, in the form of an Ethereum smart contract, to represent a locked position in another underlying ERC20 token is legally and functionally similar to using an ERC20 token for this purpose. Both serve as a means of recording and enforcing obligations and restrictions on the transfer or use of assets.

A conventional vesting contract, in the form of an Ethereum smart contract, operates on the Ethereum blockchain and stores data as a list of addresses and balances. This data is accessible to anyone with read access to the blockchain, similar to an ERC20 token. The main difference is in write access, with a conventional vesting contract allowing centralized control and an ERC20 token reserving this power to balance holders.

Smart contracts, including conventional vesting contracts in the form of Ethereum smart contracts, are recognized as legally enforceable in the United States, Europe, and many other countries. Therefore, it is our opinion that using a conventional vesting contract, in the form of an Ethereum smart contract, to represent a locked position is legally equivalent to using an ERC20 token for this purpose.

In summary, a conventional vesting contract, in the form of an Ethereum smart contract, can be used in place of an ERC20 token to legally represent a locked position in another underlying ERC20 token. The two are functionally similar, with the main difference being in the method of recording and enforcing obligations. This opinion holds true in various jurisdictions that recognize the validity of smart contracts.

Legal Opinion on the Classification of UNV Tokens as a SecuritySupport