Dart Corp. engaged Jay Associates, CPAs, to assist in a public stock offering. Jay audited Dart’s financial statements and gave an unqualified opinion, despite knowing that the financial statements contained misstatements. Jay’s opinion was included in Dart’s registration statement. Larson purchased shares in the offering and suffered a loss when the stock declined in value after the misstatements became known.

In a suit against Jay under the antifraud provisions of Section 10

(b) and Rule 10b-5 of the Securities Exchange Act of 1934, Larson must prove all of the following except

a. Larson was an intended user of the false registration statement.

b. Larson relied on the false registration statement.

c. The transaction involved some form of interstate commerce.

d. Jay acted with intentional disregard of the truth.