An investor seeking to recover stock market losses from a CPA firm associated with an initial offering of securities based on an unmodified opinion on financial statements that accompanied a registration statement, must establish that
The audited financial statements contain a false statement or omission of material fact.
The CPA firm would have discovered the false statement or omission if it had exercised due care in its examination.
The CPA firm did not act in good faith.
The investor relied on the financial statements.