Mary Jo Kelly


Practice Areas

Public Finance

Professional Affiliations

National Association of Bond Lawyers

Bar Admissions

District of Columbia


University of North Carolina at Chapel Hill
The College of William and Mary School of Law, J.D

Mary Jo Kelly is a public finance attorney representing states, municipal governments, authorities, not-for-profits and investment bankers/underwriters in the issuance/placement of municipal bonds in the public and private securities markets for a wide variety of purposes.

Through her representative experience, Ms. Kelly has developed exceptional skills:
  • structuring financial transactions
  • drafting and negotiating major financial documents with all parties, such as indentures, loan agreements, tax documents and other related documents, as bond counsel
  • drafting official statements, private offering memoranda, bond purchase/placement agreements, investment letters of limited offering/sophisticated investor transactions and other related documents, as underwriter’s counsel
  • negotiating letters of credit, credit swap agreements and other financial instruments
  • reviewing and commenting on expert reports such as consultants’ and engineers’ reports
  • conducting due diligence meetings with all relevant parties, including project feasibility and litigation review;
  • delivering legal opinions as to the validity and tax-exempt status of securities, validity and enforceability of various financial documents and adequacy of disclosure documents, including 10b-5 opinions
  • preparing a how to/compliance guide to the MSRB Rules
Ms. Kelly has over 20 years of direct experience working in the municipal securities markets in a wide variety of roles. She has served as bond counsel, underwriter’s counsel, not for profit borrower counsel, issuer’s counsel and nearly every other role within a financing.

Ms. Kelly has represented parties in transactions for numerous issuers, including the District of Columbia for general obligation and revenue bonds, DC Water and Sewer Authority, State of Connecticut State Revolving Fund, St. Louis Lambert International Airport, Bradley International Airport, Commonwealth of Virginia, City of Virginia Beach, Virginia and Prince William County, Virginia, among many others.

Ms. Kelly has represented parties in connection with the issuance of bonds for virtually all essential governmental services - roads, libraries, schools, advanced wastewater treatment plants, water and service services, volunteer fire departments, and a maximum security prison - and for a variety of other purposes such as museums, universities, a charter school, baseball stadiums, a land fill, among others. Furthermore Ms. Kelly has also represented parties in connection with other financial instruments, such as letters of credit and credit default swaps.  

Ms. Kelly spent two years at the U.S. Securities and Exchange Commission as an Attorney Fellow, where she worked on numerous issues relating to the municipal securities market, particularly with respect to disclosure. She also worked with the Enforcement Division in developing enforcement cases involving municipal transactions and participated in drafting regulations. Ms. Kelly drafted speeches for and travelled with SEC Chairman Arthur Levitt for a speaking series regarding the prudent investment of public funds. In addition, Ms. Kelly spoke to issuer and numerous other related groups on many aspects of the municipal securities markets.