Also known as an “expert opinion”, a legal opinion is issued in the form of a letter from a law firm expressing legal conclusions and/or analyses of a particular transaction. The recipient of the notice then relies on its content as the basis for concluding the transaction. Legal advice is often obtained as part of a banking transaction, but its importance is often overlooked. This blog explores the purpose of legal advice and when a lender may need one. A legal opinion informs the addressee of the legal effect of the conclusion of the proposed transaction. For example, in the context of a cross-border transaction, lawyers in a foreign jurisdiction may advise on the validity, enforceability and compliance of a settlement document with the local law of that jurisdiction (e.g. local registration or stamp duty requirements). Our main goal is to provide quality legal services and maintain our positive reputation worldwide. The level of due diligence required to prepare a legal opinion is often the same, regardless of the size of the transaction. If the amount of the transaction does not warrant an expensive notice, the attorney may contact the opposing attorney to discuss whether certain issues such as proper authorization, execution, and delivery of documentation can be accepted to reduce costs for the client. The reason for this decline is that commonly expressed points, such as the existence and status of the target company at closing, proper approval and delivery of transaction documents and the like, are issues that can often be fulfilled through due diligence. As due diligence becomes more robust and electronic search becomes more efficient, the need to rely on legal advice decreases.
A legal opinion is a mandatory closing delivery for many financing transactions, but the nature and purpose of the legal advice is often misunderstood by non-lawyers involved in the transaction. Typically, lawyers representing the parties work directly with each other on the notice. Clients are usually involved early in the process when asked if an opinion should be required, or late in the process when problems arise. This article discusses the purpose and elements of legal advice, the types of problems that typically arise, and considerations about when legal advice should be required. A legal opinion identifies the legal risks and issues that the recipient should address as part of the transaction. For example, a notice may identify certain documents that have not been properly applied and are therefore unenforceable. The beneficiary may use the points mentioned in the notice to carry out further investigations and, depending on the results of these investigations, decide whether other forms of protection (e.g. guarantees and compensation) are necessary. The latter form of opinion is sometimes made available to the public, either because of public pressure (see, for example, Lord Goldsmith`s opinion on the war in Iraq, note by Yoo) or because a general clarification of the law is needed (see, for example, Yorke-Talbot`s opinion on slavery). In the United States, several attorneys general give the attorney general`s opinions. A legal notice typically includes the following: Members of Michalson`s privacy program can learn more about privacy opinions.
Good opinions are practical and written in plain language. We do not write scientific articles where it is difficult to act. We always provide a summary with a short and clear answer. Details can be found in the main part of the notice. When we issue legal opinions, we set out the facts and the relevant law, and then we apply the law to the facts. Usually, we will also give you a list of decisions or actions you can take based on our legal advice. We strive to answer your question and give you practical advice to help you take meaningful and informed action. Opinions should be an objective analysis, not a subjective one. Opinions are normally published in these jurisdictions at the request of the court, and to the extent that they contain statements about what the law is and how it should be interpreted, they reinforce, modify, set or remove a precedent. If a court decides that a notice must be published, the notice may be included in a volume of a series of books called Law Reports (or journalists in the United States).
Published court opinions are also collectively referred to as case law and represent one of the most important sources of law in common law legal systems. Lawyers regularly provide opinions on a variety of topics, and legal opinions are an integral part of many large transactions. In all cases, the lawyer concerned is expected to provide an opinion that is both legally correct and not misleading to the recipient. The purpose of preparing the legal opinion is twofold: it is sometimes disputed whether an opinion should be obtained. Parties should always weigh the costs and benefits of an expert opinion when making this decision. For the recipient of the opinion, it is better to get an opinion than not to get an opinion, because of the added certainty, but opinions are often laborious and expensive. Since these costs are usually borne by the borrower, this threshold decision is often the result of discussion and negotiation. Transactions involving large amounts, unusual collateral, or borrowers with complicated organizational structures are the best candidates for required legal advice. For some transactions, such as In the context of syndicated loan transactions, opinions are always expected in accordance with market practices. Our clients to whom we have provided expert advice include a large number of organizations. A simplified form of final opinion (2019 update) Donald W.
Glazer and Stanley Keller, 74(4) 1065-1076 (Fall 2019) In 2005, we published an article on the Boston Bar Association`s simplified form of final opinion. As described in the introduction to the article, the simplified form was based on the principles of legal opinions drafted by the Legal Advisory Committee of the Business Law Section of the American Bar Association (the “ABA Legal Advisory Committee”). Now that the Statement of Opinion Practices (the “Statement”) and the related Core Principles of Opinion (the “Core Principles”) have been published, we are updating this article and the simplified form to reflect the Statement and the Core Principles and developments in legal practice since 2005. As indicated in the explanatory memorandum to the statement, the statement, which has been endorsed by many bar associations and other lawyers` groups, updates the principles of legal advice in their entirety and certain provisions of the guidelines for the preparation of audit opinions, which were also drafted by the ABA Legal Advisory Committee. The basic principles derive from the Declaration and are designed in such a way that they can be incorporated by reference or annexed to a final opinion by those who so wish.