b'copy someone elses documents, you might not realize that filings are also required, and doing it correctly can be tricky. Is it worth taking on that risk?Selecting the Wrong Exemption There are a variety of federal and state securities exemptions that may be applicable to your offering, and without advice of counsel you may be selectinganexemptionthatisinappropriate,toorestrictive,oroverly burdensome. Selecting the Wrong Entity or Jurisdiction Selection of jurisdiction for an offering is an important consideration, anddoingthisincorrectlycouldrequirerevisingyourfilingdocuments and/orregisteringyourofferinginmultiplestateswithpotentially burdensome legal compliance and tax consequences. Or, you might have to re-structure your company if you want to refinance into more favorable agency (non-recourse) debt.Tax Consequences There may be huge tax implications for you and your investors if you usethewrongentityorlegalstructure;forinstance,usingamember-managed versus manager-managed limited liability company; or using a corporation versus a limited liability company. The value of any ownership interest an asset manager takes in exchange for managing the syndication may be wholly taxable in the first year if you dont set it up right and make management interests subordinate to investor interests! 101'