SEC v. Dain Rauscher, Inc., 254 F.3d 852, 858 (9th Cir.2001). To the extent that the Underwriters knew or should have known of facts tending to undermine the Official Statements, they had a duty to disclose those facts. (e) Kutak & Stinson Plaintiffs have pled facts indicating that Kutak and Stinson may also be responsible for the alleged omissions — at least to the extent these law firms knowingly failed to disclose facts that tended to undermine the affirmative impressions created by the Official Statements. In preparing the Official Statements, Kutak, as bond counsel, represented the Issuer and Stinson represented the Underwriters. Thus, they had a fiduciary duty to the Authority and to Baird, Stern, and Jones, not to the Bondholders. See Cent. Bank, 511 U.S. at 174, 114 S.Ct. 1439 (<HOLDING>). The lack of a fiduciary duty to Plaintiffs,
holding that an action brought pursuant to  1983 cannot lie against federal officers holding that a fraud claim premised on thirdparty reliance raises a cognizable claim under new york law holding that a  10b claim premised on an omission cannot lie absent a duty to speak holding that upon choosing to speak one has a duty to be both accurate and complete  holding that silence can constitute misrepresentation when there is duty to speak