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The in-house gig is paid and in a legal department for a large financial brokerage company.

USAO office is located in a major metropolitan city.

If I want to eventually go into corporate transactions/law, I'm thinking the in-house?

Any responses will be appreciated.

Can't go wrong; I would go with the in-house position. Seems to be a better fit with your goals. Chances are you can probably arrange an externship with the USAO while you are in school so that mitigates the opportunity cost. Take the money and run.