(1) A person signing a security certificate as authenticating trustee, registrar, transfer agent or the like, warrants to a purchaser for value of the certificated security, if the purchaser is without notice of a particular defect, that:\n(a) The certificate is genuine;\n(b) The person’s own participation in the issue of the security is within the person’s capacity and within the scope of the authority received by the person from the issuer; and\n(c) The person has reasonable grounds to believe that the certificated security is in the form and within the amount the issuer is authorized to issue.\n(2) Unless otherwise agreed, a person signing under subsection (1) of this section does not assume responsibility for the validity of the security in other respects. [1961 c.726 §78.2080; 1985 c.676 §78.2080; 1995 c.328 §24]
Oregon Legal Code