In the Matter of Cameron H. Linton, Esq.
On September 21, 2012, the Commission issued an Order Instituting Public Administrative Proceedings Pursuant to Rule 102(e) of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions (Order) against Cameron H. Linton, Esq. (Linton). The Order finds that Linton is and has been an attorney licensed to practice law in the State of Florida. From approximately 2009 to 2012, Linton’s law practice has included writing legal opinion letters for clients involving transactions under the federal securities laws. On April 30, 2012, the Commission filed a complaint in federal court against Linton alleging, among other things, that from January 2010 through October 2011, clients of Linton’s unlawfully sold approximately 3.3 billion shares of penny stock in unregistered transactions. They were able to acquire and sell most of this stock only because Linton, their attorney, issued baseless legal opinions stating that the transactions were exempt from the registration requirement of Section 5 of the Securities Act of 1933 (Securities Act). Linton failed to make necessary factual and legal determinations when he concluded that the transactions qualified under the Section 4(1) exemption and the Securities Act Rule 144 safe harbor. When Linton wrote the opinion letters, he lacked an understanding of the applicable legal principles and failed to substantiate the factual predicate for his opinions.
On September 14, 2012, the court entered an order permanently enjoining Linton from violation of Section 5 of the Securities Act and from providing professional legal services to any person in connection with the offer or sale of securities pursuant to, or claiming, an exemption under Securities Act Rule 144, or any other exemption from the registration provisions of the Securities Act, including, without limitation, participating in the preparation of any opinion letter relating to such offerings. Linton was also permanently barred from participating in an offering of penny stock pursuant to Section 20(g) of the Securities Act and Section 21(d)(6) of the Securities Exchange Act of 1934. Linton was also ordered to pay $6,250 in disgorgement of ill-gotten gains and a $7,500 civil money penalty.
Based on the above, the Order suspends Linton from appearing or practicing before the Commission as an attorney. Linton consented to the issuance of the Order without admitting or denying any of the findings in the Order, except he admitted to the entry of the injunction. (Rel. 34-67912; File No. 3-15040)
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