The purpose of this site is to provide easy access to reports and other materials useful in opinion practice, without charge, for non-commercial use.
The ABA Business Law Section Legal Opinions Committee and the TriBar Opinion Committee have issued influential reports that have shaped opinion practice for over two decades. In recent years the Federal Securities Law Opinions Subcommittee of the Section's Committee on Federal Regulation of Securities has begun issuing authoritative reports, and other Section committees may issue reports in the future of interest to the practice. Law firms and law departments are encouraged to link their internal websites permanently to this resource.
Reports of the ABA Business Law Section
- Statement of Opinion Practices Materials, 74 The Business Lawyer 801 (2019) (See Multi-Bar Group Reports - Statement of Opinion Practices and Related Materials)
- Exchange Act Rule 14e-1 Opinions for Debt Tender Offers, 72 The Business Lawyer, 1047 (Fall 2017)
- Cross-Border Closing Opinions of U.S. Counsel, 71 The Business Lawyer, 139 (Winter 2015/2016)
- No Registration Opinions (2015 Update), 71 The Business Lawyer, 129 (Winter 2015/2016)
- Legal Opinions in SEC Filings (2013 Update), 68 The Business Lawyer 1149 (2013)
- Report on the 2010 Survey of Law Firm Opinion Practices, 68 The Business Lawyer 785 (2013)
- Report of the ABA Business Law Section Task Force on Delivery of Document Review Reports to Third Parties, 67 The Business Lawyer 99 (2011)
- Model Stock Purchase Agreement with Commentary (Second Edition) - Exhibits 8.6(a) and 9.5(a), Legal Opinions, ABA Business Law Section, Mergers and Acquisitions Committee (2010)
- Negative Assurance in Securities Offerings (2008 Revision), 64 The Business Lawyer 395 (2009), Business Law Section, Securities Law Opinions Subcomittee, Federal Regulation of Securities Committee
- No Registration Opinions, 63 The Business Lawyer 187 (2007)
- Law Office Opinion Practices, 60 The Business Lawyer 327 (2004)
- Legal Opinions in SEC Filings, 59 The Business Lawyer 1505 (2004)
- Negative Assurance in Securities Offerings, 59 The Business Lawyer 1513 (2004)
- Closing Opinions of Inside Counsel, 58 The Business Lawyer 1127 (2003)
- Guidelines for the Preparation of Closing Opinions (including Legal Opinion Principles), 57 The Business Lawyer 875 (2002) (See Statement of Opinion Practices)
- Legal Opinion Principles, 53 The Business Lawyer 831 (1998) (Superseded by Statement of Opinion Practices and related Core Opinion Principles)
TriBar Opinion Committee Reports
- Comment concerning use of electronic signatures and third-party opinion letters (March 24, 2020)
- Third-Party Closing Opinions: Limited Partnerships, 73 The Business Lawyer 1107 (Fall 2018)
- Supplemental Report: Opinions on Chosen-Law Provisions Under the Restatement of Conflict of Laws, 68 The Business Lawyer 1161 (2013)
- Supplemental TriBar LLC Opinion Report: Opinions on LLC Membership Interests, 66 The Business Lawyer 1065 (2011)
- Special Report of the TriBar Opinion Committee--Opinions on Secondary Sales of Securities, 66 The Business Lawyer 625 (2011)
- Special Report of the TriBar Opinion Committee: Duly Authorized Opinions on Preferred Stock, 63 The Business Lawyer 921 (2008)
- Third-Party Closing Opinions: Limited Liability Companies, 61 The Business Lawyer 679 (2006)
- The Remedies Opinion – Deciding When to Include Exceptions and Assumptions, 59 The Business Lawyer 1483 (2004)
- UCC Security Interest Opinions – Revised Article 9 Report, 58 The Business Lawyer 1449 (2003)
- Third-Party "Closing" Opinions, 53 The Business Lawyer 592 (1998)
Multi-Bar Group Reports
- Statement on the Role of Customary Practice in the Preparation and Understanding of Third-Party Legal Opinions, 63 The Business Lawyer 1277 (2008)
- Statement of Opinion Practices and Related Materials
- Statement of Opinion Practices Materials, 74 The Business Lawyer 801 (2019)
- Statement of Opinion Practices (Word)
- Core Opinion Principles (Word)
- Schedule of Approving Organizations (Nov. 4, 2019)
- A Streamlined Form of Closing Opinion (2019 Update), 74 The Business Lawyer 1065 (2019)
Other ABA Publications and Articles of Interest
- Legal Opinions in Business Transactions, Fourth Edition
- Uniform Commercial Code Opinions in Real Estate Finance Transactions, 53 Real Property Trust & Estate Law Journal, 163 (Fall 2018/Winter 2019)
- Local Counsel Opinion Letters in Real Estate Finance Transactions
A Supplement to the Real Estate Finance Opinion Report of 2012 - Real Estate Finance Opinion Report of 2012 by the ABA Section of Real Property, Trust and Estate Law Committee on Legal Opinions in Real Estate Transactions, the American College of Real Estate Lawyers Attorneys' Opinions Committee, and the American College of Mortgage Attorneys Opinions Committee
- Common Qualifications to a Remedies Opinion in U.S. Commercial Loan Transactions , 70 The Business Lawyer, 121 (Winter 2014/2015)
- The Collected ABA and Tribar Opinion Reports 2009
- Cost-Benefit Analysis and Third-Party Opinion Practice, 63 The Business Lawyer, 1187 (August 2008)
- Courting the Suicide King, 17 Business Law Today, 4 (2008)
- The Legal Opinion Risk Seminar Papers, 62 The Business Lawyer, 397 (2007)
- Ethics Issues in Opinion Practice, 62 The Business Lawyer, 417 (2007)
- No-Litigation Opinions Can Be Risky Business, 14 Business Law Today, 6 (2005)
- Annual Review of the Law on Legal Opinions, 60 The Business Lawyer, 1057 (2005)
Survey Reports
- Report on the 2010 Survey of Law Firm Opinion Practices, 68 The Business Lawyer, 785 (2013)
- Law Office Opinion Practices, 60 The Business Lawyer, 327 (2004)
Meetings and Other Materials
- Legal Opinion Issues in the Context of Up-tiering Transactions
- Legal Opinions Meeting Agenda - 11/9/19
- Draft version July 2019 California UCC Sample Opinion - Program presented by the ABA Business Law Section Legal Opinions Committee, Annual Meeting, Washington, DC (September, 2019)
State and Other Bar Reports
Over the years, various state and local bar organizations have issued reports on legal opinions. Below are links to certain recent reports, as a research aid to those engaged in opinion practice. In establishing these links, the Legal Opinions Committee does not represent that these are all reports that exist, is not undertaking to update these links as reports are modified or re-issued, and does not necessarily endorse the content of these reports.
- Arizona
- Arizona Model Legal Opinion, (October 20, 2004)
- Boston
- See A Streamlined Form of Closing Opinion (2019 Update), 74 The Business Lawyer 1065 (2019), under Multi-Bar Group Reports
- See A Streamlined Form of Closing Opinion (2019 Update), 74 The Business Lawyer 1065 (2019), under Multi-Bar Group Reports
- California
- Sample California Third-Party Legal Opinion Letter for Personal Property Secured Financing Transactions, 70 The Business Lawyer 1831 (Spring 2020)
- Report on Legal Opinions Concerning California Partnerships and Limited Liability Companies (December, 2016)
- Sample California Third-Party Legal Opinion for Venture Capital Financing Transactions, 70 The Business Lawyer 177 (Winter 2014/2015)
- California Sample Third-Party Legal Opinion for Business Transactions (2014)
- Report of the Opinions Committee of the Business Law Section of the State Bar of California on Selected Legal Opinion Issues in Venture Capital Financing Transactions (November 2009)
- The Corporations Committee of the Business Law Section of the State Bar of California Legal Opinions in Business Transactions (Excluding the Remedies Opinion) 2005 Report (October 2007 Printing - as revised)
- State Bar of California Business Law Section Report on Third-Party Remedies Opinions 2007 Update
- Report of the Uniform Commercial Code Committee of the Business Law Section of the State Bar of California on Legal Opinions in Personal Property Secured Transactions (June 2005)
- Florida
- Report on Third-Party Legal Opinion Customary Practice in Florida by the Legal Opinion Standards Committee of the Florida Bar Business Law Section and the Legal Opinions Committee of the Real Property, Probate and Trust Law Section of the Florida Bar (December 3, 2011)
- City of London Law Society
- Maryland
- Michigan
- New York
- Special Report on the Preparation of Substantive Consolidation Opinions Committee on Structured Finance and the Committee on Bankruptcy and Corporate Reorganization of The Association of the Bar of the City of New York, 64 The Business Lawyer, 411 (2009)
- North Carolina
- Supplement to Report of the Legal Opinion Committee of the Business Law Section of the North Carolina Bar Association: Third-Party Legal Opinions in Business Transactions, Second Edition (February 2009)
- Report of the Legal Opinion Committee of the Business Law Section of the North Carolina Bar Association: Third-Party Legal Opinions in Business Transactions, Second Edition (March 30, 2004)
- Pennsylvania
- South Carolina
- The South Carolina Third Party Legal Opinion Report by the Legal Opinion Ad Hoc Committee of the Corporate, Banking and Securities Law Section of the South Carolina Bar
- Tennessee
- Tennessee Bar Association Report on Third Party Closing Opinions by the Tennessee Bar Association Joint Opinion Committee of the Sections of Real Estate Law and Business Law
- Texas
- Report of the Legal Opinions Committee of the State Bar of Texas Regarding Legal Opinions in Business Transactions
- Supplement 1: Addressing Certain Texas Usury Law Issues
- Supplement 2
- Supplement 3 : Statement on Legal Opinions Regarding Indemnification and Exculpation Provisions Under Texas Law
- Supplement 4: Statement on ABA Principles and Guidelines
- Supplement 5: Statement on Entity Status, Power and Authority Opinions Regarding Pre-Code Texas Entities and Pre-Code Registered Foreign Entities Under the Texas Business Organizations Code
- Supplement 6: Statement on Changes to the Procedure for Good Standing Certificates Issued by the Texas Comptroller of Public Accounts
- Report of the Legal Opinions Committee of the State Bar of Texas Regarding Legal Opinions in Business Transactions
- Virginia
- Washington
- The 501(c)(3) Opinion in Qualified 501(c)(3) Bond Transactions by the National Association of Bond Lawyers
- National Venture Capital Association Model Venture-Backed Preferred Stock Financing Legal Opinion by the National Venture Capital Association
Opinions Filed in Registered Securities Offerings
- Securities and Exchange Commission Division of Corporation Finance Staff Legal Bulletin No. 19 (CF), Legality and Tax Opinions in Registered Offerings (October 14, 2011)
- Questions and Answers on the SEC's Opinion Guidance
Donald W. Glazer and Stanley Keller - New York State Bar Association Tax Section Report on Tax Opinions in Registered Offerings (April 4, 2012)
Twitter Materials
- Legal Opinions Committee Twitter: @abalegalopinion
ABA Audit Responses Materials
- Statement on Effect of FIN 48 on Audit Response Letters, ABA Business Law Section Subcommittee on Audit Responses (October 16, 2008)
- Statement on Updates to Audit Response Letters, Business Law Section, Audit Responses Committee
- ABA Statement of Policy Regarding Lawyers’ Responses to Auditors’ Requests for Information