August 14, 2020

Legal Opinions

Legal Opinions

Legal Opinions on Incorporation, Good Standing, and Qualification To Do Business
      Scott FitzGibbon and Donald W. Glazer, 41(2):461–81 (Feb. 1986)
This Article presents an extensive analysis of the opinion on a company's status as a corporation. It recommends standard interpretations for each standard phrase.

Legal Opinions in California Real Estate Transactions
      Joint Committee of the Real Property Law Section of the State Bar of California and the Real Property Section of the Los Angeles County Bar Association, 42(4): 1139–1205 (Aug. 1987)
This Report discusses the legal issues and due diligence obligations often arising with respect to the issuance of legal opinions in real estate transactions. Although the primary focus of the Report is on loan transactions secured by California real property, other transactions and issues are also discussed, and a substantial portion of the analysis and conclusions should apply to real estate transactions generally.

Second Addendum to Legal Opinions to Third Parties: An Easier Path
      TriBar Opinion Committee, 44(2): 563–74 (Feb. 1989)
This Report provides guidance to those giving third-party opinions, which involves the following questions: (i) Does standard equitable principles limitation language include concepts of "good faith and fair dealing"? (ii) When does the presence of an arbitration clause affect the ability to give a remedies opinion? (iii) Is a standard "bankruptcy" exception intended to cover fraudulent transfer questions? (iv) When should opinions contain "practical limitations" language which specifies the law of the jurisdiction as to which the opining lawyer is responsible?

Legal Opinions in Corporate Transactions: Opinions Relating to Security Interests in Personal Property
      Scott FitzGibbon and Donald W. Glazer, 44(3): 655–92 (May 1989)
This Article recommends an approach to drafting a legal opinion on a security interest in personal property. It also suggests a standard interpretation for opinions on secured transactions and discusses the work required to support them.

Report Regarding Legal Opinions in Personal Property Secured Transactions
      Uniform Commercial Code Committee of the Business Law Section of the State Bar of California, 44(3): 791–835 (May 1989)
This Report supplements the "Business Law Report," issued in 1982 by the Business Law Section of the State Bar of California, and is meant to be read in the context of that prior Report. This Report focuses on the form and meaning of opinions requested from lawyers concerning consensual security interests in personal property under divisions 8 and 9 of the California U.C.C. It discusses in some detail opinions relating to the enforceability of a security agreement and opinions relating to the attachment, perfection, and priority of the security interest in the collateral.

Special Joint Committee on Lawyers' Opinions in Commercial Transactions
      Special Joint Committee of the Maryland State Bar Association, Inc., and the Bar Association of Baltimore City, 45(2): 705–818 (Feb. 1990)
This Report analyzes the various parts of legal opinions that are typically given in commercial and real estate transactions and includes a discussion of the due diligence that is required to be performed before each of the opinions can be rendered. It includes sections on purposes of opinion letters, ethical considerations in rendering them, general procedures that should be followed, and liability that may result. The Report includes an illustrative commercial loan opinion letter, an illustrative real estate loan opinion letter, and forms of borrowers' certificates to support that opinion.

1989 Report of the Committee on Corporations of the Business Law Section of the State Bar of California Regarding Legal Opinions in Business Transactions
      Committee on Corporations of the Business Law Section of the State Bar of California, 45(4): 2169– 2243 (Aug. 1990)
This Report is a commentary on the use of written opinions in business transactions. The Report is based upon California statutory and caselaw and the Committee's view of opinion practice among California lawyers at the time of publication.

Third-Party Legal Opinion Report Including the Legal Opinion Accord of the Section of Business Law, American Bar Association
      Committee on Legal Opinions, 46(S1) (Dec. 1990)
This Report is being circulated as an exposure draft to provide interested persons the opportunity to review and comment on the current work product. ( Editor's note: The final draft of the Report is available at 47 BUS. LAW. 167 (1991)).

Special Report by the TriBar Opinion Committee: Opinions in The Bankruptcy Context: Rating Agency, Structured Financing and Chapter 11 Transactions
      TriBar Opinion Committee, 46(2): 717–49 (Feb. 1991)
In the 1970s, requests for third-party legal opinions on bankruptcy law issues emerged in certain financial and commercial transactions. This Special Report examines these opinions, sets forth the conclusion of the TriBar Opinion Committee with respect to the scope and limitations of these opinion, and provides illustrative forms of opinions and a method of incorporating by reference this Special Report into bankruptcy law opinions. This is the fourth Report of the TriBar Opinion Committee on legal opinion subjects.

Special Report by the TriBar Opinion Committee: The Remedies Opinion
      TriBar Opinion Committee, 46(3): 959–69 (May 1991)
The TriBar Opinion Committee (whose members are drawn principally from three New York Bar Associations) from time- to-time comments on third-party legal opinion issues. This Special Report focuses on the "remedies opinion" segment of third-party opinions. After tracing developments to date in the meaning, scope, and interpretation of the remedies opinion and its standard exceptions, it sets forth new positions respecting other particular qualifications, most notably the "practical realization" qualification, and offers new perspectives on laws that should be understood to be addressed or not addressed by implication in the remedies opinion.

Report on Standards for Opinions of Florida Counsel of the Special Committee on Opinion Standards of the Florida Bar Business Law Section
      Special Committee on Opinion Standards, 46(4): 1407–48 (Aug. 1991)
This Report is a significant contribution to the continuing national debate on legal opinion standards. The Report is intended for practitioners at all levels and sets forth the standard opinions to be given (and accepted) by Florida counsel in most commercial transactions. The Report prescribes standards for due diligence in rendering the opinions to which the Report relates. The standards adopted in the Report reflect the results of a cost-benefit analysis between the needs of opinion recipients and the costs of giving particular opinions in varying circumstances. The Report also establishes a uniform understanding among Florida counsel on the meaning of terms used in opinions. By adopting a "normative" approach, the Report seeks to reduce the frictions that can arise in negotiating opinions. Like the ABA Accord promulgated by the Section of Business Law, the Report adopts the concept of incorporating by reference the Report into opinions given thereunder in an effort to simplify opinions given in accordance with the Report.

Third-Party Legal Opinion Report, Including the Legal Opinion Accord, of the Section of Business Law, American Bar Association
      Committee on Legal Opinions, 47(1): 167–234 (Nov.1991)
The Committee on Legal Opinions has completed its Third- Party Legal Opinion Report. The Committee's goal has been to produce a Report that will substantially assist lawyers in simplifying and making more efficient and productive third- party opinion letter practice. The Report consists of three segments: a "Legal Opinion Accord"; an "Illustrative Opinion Letter"; and "Certain Guidelines for the Opinion Negotiation and Opinion Letter Preparation." The heart of the Report is the Accord. The Accord consists of twenty-two "black letter" rules with accompanying commentary. The Accord is a readily accessible tool that, when used, creates agreed-upon procedures for the preparation of a third-party opinion and agreed-upon meanings for the words and phrases that are used in the third-party opinion letter.

Special Report by the TriBar Opinion Committee: Use of the ABA Legal Opinion Accord in Specialized Financing Transactions
      TriBar Opinion Committee, 47(4): 1719–30 (Aug. 1992)
This Special Report examines the use of the ABA Legal Opinion Accord as a framework for legal opinions in complicated, legally intensive transactions. These include leveraged leases, project financings, financings based upon credit support arrangements, and restructurings and workouts.

Special Report by the TriBar Opinion Committee: U.C.C. Security Interest Opinions
      TriBar Opinion Committee, 49(1): 359–402 (Nov. 1993)
Beginning with Legal Opinions to Third Parties: An Easier Path , 34 BUS. LAW. 1891 (1979), the TriBar Opinion Committee has produced a variety of commentaries on third-party opinion issues, all of which have appeared in The Business Lawyer. This Report continues in the TriBar tradition of explaining theory and providing practical advice to opinion givers and counsel for opinion recipients on the preparation, meaning, and scope of opinion letters. The focus of this Report is U.C.C. security interest opinions, a subject TriBar has not previously addressed. It is prompted by the observed tendency of practitioners in this field to render increasingly prolix and complex opinion letters. It is intended to promote a better understanding of the issues to the end that security interest opinions will be less arduous to negotiate, more economic to prepare, and easier to interpret. To provide a context in which the theory of the commentary and the practical requirements of the practice come together, the Report appends an illustrative security interest opinion.

How to Stop Arguing About 10b-5 Opinions in Exempt Offerings
      Robert F. Quaintance, Jr., 51(3): 703–19 (May 1996)
This Article proposes guidelines for use by practitioners and financial intermediaries in determining the need for "10b-5 opinions" (also known as negative assurance letters) in exempt securities offerings. The Article explores the case law (including Gustafson v. Alloyd Co ., 513 U.S. 561 (1995)), statutes, legislative history, and ethical considerations relevant to 10b-5 opinions and concludes generally that 10b-5 opinions can and should be obtained in "public-style" exempt offerings, in which the relationship of the issuer, the intermediary, and the investors, the nature of the disclosure document, and the extent of the due diligence investigation resemble those present in a registered public offering, but that 10b-5 opinions need not be obtained in the traditional private placement, in which the intermediary plays a lesser role and the disclosure documents and the intermediary's due diligence investigation are more abbreviated.

Third-Party "Closing" Opinions
      TriBar Opinion Committee, 53(2): 591–680 (Feb. 1998)
This is a Report about legal opinion letters that lawyers in business transactions render to nonclients. Among the issues covered by this Report are (i) the content of opinion letters, (ii) the procedures opinion givers follow when conducting factual and legal investigations required to support their opinions, and (iii) the meaning of language often used in opinion letters.

Legal Opinion Principles
      Committee on Legal Opinions, 53(3): 831–33 (May 1998)
In Third-Party Legal Opinion Report, Including the Legal Opinion Accord, of the Section of Business Law, American Bar Association , 47 BUS. LAW. 167 (1991), the Committee undertook to monitor developments respecting the Report and the Accord contained in the Report. It also undertook in due course to take such further action as might seem appropriate. These Legal Opinion Principles are a product of those undertakings. The Report and the Accord have made an important contribution to the learning on legal opinions. Although the Accord has not gained the national acceptance the Committee had hoped, the Guidelines in the Report are frequently looked to for guidance regarding customary legal opinion practice. In section 152 of the recently adopted Restatement (Third) of the Law Governing Lawyers , the American Law Institute affirmed the importance of customary practice in the preparation and interpretation of legal opinions. The Committee has prepared these Principles to provide further guidance regarding the application of customary practice to third-party "closing" opinions that do not adopt the Accord. The Committee hopes that these Principles will prove useful both to lawyers and their clients and to courts that from time to time are called upon to address legal opinion issues.

Mortgage Loan Opinion Report
      Association of the Bar of the City of New York, Committee on Real Property Law, Subcommittee on Mortgage Loan Opinions and the New York State Bar Association, Real Property Law Section, Attorney Opinion Letters Committee, 54(1): 119–74 (Nov. 1998)
This Report covers issues that typically arise in legal opinions rendered in connection with commercial mortgage transactions. The Report recommends a form model opinion and contains extensive explanatory endnotes.

Guidelines for the Preparation of Closing Opinions
      The Committee on Legal Opinions, 57(1): 345 (Nov. 2001)

Guidelines for the Preparation of Closing Opinions [Corrected]
      The Committee on Legal Opinions , 57(2): 875 (Feb. 2002)

Closing Opinions of Inside Counsel
      Committee on Legal Opinions, ABA Section of Business Law, 58(3): 1127–30 (May 2003)
Although closing opinions often are rendered by inside counsel, the literature on closing opinions contains little specifically addressing opinions of inside counsel. The subject of this report is inside counsel opinions.

Special Report of the TriBar Opinion Committee: The Remedies Opinion—Deciding When to Include Exceptions and Assumptions
      The TriBar Opinion Committee, 59(4): 1483–1504 (Aug. 2004)
The TriBar Opinion Committee's report on Third-Party "Closing" Opinions (the "1998 TriBar Report") describes customary practice in preparing and interpreting third-party closing opinions. This Report augments the analysis of the remedies opinion contained in that report. The remedies opinion addresses the enforceability of each of the undertakings of the opinion giver's client (the "Company") in the agreement between the Company and the opinion recipient. These undertakings include affirmative and negative covenants of the Company and the remedies specified in the agreement for breaches by the Company of its contractual obligations. They also include provisions for interpreting and administering the agreement and resolving disputes under it.

Legal Opinions in SEC Filings
      Special Report of the Task Force on Securities Law Opinions, ABA Section of Business Law , 59(4): 1505–12 (Aug. 2004)
Section 7(a) of the Securities Act of 1933 (the "Securities Act") requires a registration statement to contain the information specified in Schedule A to the Act. Paragraph 29 of Schedule A requires the filing of "a copy of the opinion or opinions of counsel in respect to the legality of the issue." The Securities and Exchange Commission (SEC) has addressed that requirement in Item 601 of Regulation S-K. Under paragraph (b)(5) of Item 601, a registration statement must include as an exhibit "[a]n opinion of counsel as to the legality of the securities being registered, indicating whether they will, when sold, be legally issued, fully paid and non- assessable, and, if debt securities, whether they will be binding obligations of the registrant." The opinion on legality appears as Exhibit 5 to a registration statement and is thus often referred to as an "Exhibit 5 opinion." This Report examines Exhibit 5 opinions.

Negative Assurance in Securities Offerings
      Special Report of the Task Force on Securities Law Opinions, ABA Section of Business Law , 59(4): 1513–19 (Aug. 2004)
In 2002, the American Bar Association Section of Business Law adopted Guidelines for preparing legal opinions delivered at the closing of a business transaction by counsel for one party to another party ("closing opinions"). These Guidelines replaced the guidelines included in the section's 1991 Third Party Legal Opinion Report and reflected developments in customary practice in the decade since 1991. This Report expands upon section 4.5 of the Guidelines, which addresses the negative assurance counsel sometimes provides in securities offerings regarding the disclosure in the prospectus or other offering documents furnished to investors.

Law Office Opinion Practices—Analysis of a Survey
      Committee on Legal Opinions, ABA Section of Business Law, 60(1): 327—339
Every week hundreds, if not thousands, of third party legal opinions are delivered at closings for business transactions. What those opinions mean and the work lawyers are expected to do to support them has been the subject of numerous reports by this Committee, the TriBar Opinion Committee, and many state bar groups. Those reports, articles, and treatises on legal opinions have little to say about the practices law firms and law departments follow in discharging their responsibility to see that opinions are rendered (and received) in a competent and ethical manner. This Report begins an inquiry into these matters.

Framework for Control over Electronic Chattel PaperÂ-Compliance with UCC § 9–105
      Working Group on Transferability of Electronic Financial Assets, a Joint Working Group of the Committee on Cyberspace Law and the Committee on the Uniform Commercial Code of the ABA Section of Business Law and The Open Group Security Forum, 61(2):721—744 (February 2006)

Initial Report of the Joint Task Force on Deposit Accounts Control Agreements
      Joint Task Force on Deposit Account Control Agreements, ABA Section of Business Law, 61(2):745—796 (February 2006)

Legal Opinion Risk Seminar
Committee on Legal Opinions, ABA Section of Business Law 62(2): 397—400 (February 2007)

The Legal Opinion Risk Seminar Papers
      Thomas L. Ambro and Arthur Norman Field, 62(2): 397-400 (February 2007)
Recipient Counsel Responsibilities and Concerns
      Reade H. Ryan, Jr., 62(2): 401-416 (February 2007)
Ethics Issues in Opinion Practice
      Charles E. McCallum and Bruce C. Young, 62(2): 417-426 (February 2007)
No Registration Opinions Special Report
      Subcommittee on Securities Law Opinions, Committee on Federal Regulation of Securities, ABA Section of Business Law, 63(1): 187–194 (November 2007)

Void or Voidable?—Curing Defects in Stock Issuances Under Delaware Law
     C. Stephen Bigler and Seth Barrett Tillman, 63(4): 1109-1152 (August 2008)
It is not unusual for a Delaware corporation's stock records to have omissions or procedural defects raising questions as to the valid authorization of some of the outstanding stock. Confronted with such irregularities, most corporate lawyers would likely attempt to cure the defect through board and, if necessary, stockholder ratification. However, in a number of leading cases, the Delaware Supreme Court has treated the statutory formalities for the issuance of stock as substantive prerequisites to the validity of the stock being issued, and the court has determined that failure to comply with such formalities renders the stock in question void, i.e., not curable by ratification. Unfortunately, the decisions issued by the Delaware courts have not afforded the necessary certainty to allow practitioners to decide whether a particular defect in stock issuance is a substantive defect that renders stock void or a mere technical defect that renders stock voidable. This Article analyzes the cases giving rise to this lack of clarity and proposes that the Delaware courts apply the policy underlying Article 8 of the Delaware Uniform Commercial Code to validate stock in the hands of innocent purchasers for value in determining whether stock is void or voidable.

Statement on the Role of Customary Practice in the Preparation and Understanding of Third-Party Legal Opinions
    63(4): 1277#151;1280 (August 2008)

Negative Assurance in Securities Offerings (2008 Revision)

Report of the Subcommittee on Securities Law Opinions, Committee on Federal Regulation of Securities, ABA Section of Business Law, 64(2): 395-410 (February 2009)

Special Report on the Preparation of Substantive Consolidation Opinions
The 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(2): 411-432 (February 2009)

The Role of Lead Counsel in Syndicated Lending Transactions
      Reade H. Ryan, Jr., 64(3): 783-800 (May 2009)
Lawyers and law firms have been acting as lead counsel in syndicated lending transactions for many years, but without much guidance, written or unwritten, concerning the duties and responsibilities of being lead counsel. In this Article, the author sets forth his understanding, based on his own experience and his own opinions, of those duties and responsibilities. The author responds to the following questions related to lead counsel's duties and responsibilities:

  • Which lenders does the lead counsel represent?
  • How does the lead counsel handle the differing interests and views of the various lenders?
  • What legal opinions, if any, does the lead counsel render?
  • What action does the lead counsel take if a legal problem arises?
  • To which lenders is the lead counsel liable for malpractice?

In the author's view, many, if not all, of these questions can be resolved if the lead counsel prepares, and has the appropriate lenders execute, a representation letter that sets forth the basis on which the lead counsel will act. An example of such letter is attached as Annex A.

Report on Selected Legal Opinion Issues in Venture Capital Financing Transactions
     Opinions Committee, Business Law Section of the State Bar of California 65(1): 161–192 (November 2009)

Reinterpreting Section 141(e) of Delaware's General Corporation Law: Why Interested Directors Should Be "Fully Protected" in Relying on Expert Advice
     Thomas A. Uebler, 65(4): 1023–1054 (August 2010)
Directors of Delaware corporations often rely on lawyers, economists, investment bankers, professors, and many other experts in order to exercise their managerial power consistently with their fiduciary duties. Such reliance is encouraged by section 141(e) of the General Corporation Law of the State of Delaware, which states in part that directors "shall . . . be fully protected" in reasonably relying in good faith on expert advice. Section 141(e) should provide all directors of Delaware corporations a defense to liability if, in their capacity as directors, they reasonably relied in good faith on expert advice but nevertheless produced a transaction that is found to be unfair to the corporation or its stockholders, as long as the unfair aspect of the transaction arose from the expert advice. The Delaware Court of Chancery, however, has limited the full protection of section 141(e) by confining it to disinterested directors in duty of care cases. That limitation, which is not expressed in the statute, unfairly punishes interested directors who act with an honesty of purpose and reasonably rely in good faith on expert advice because it requires them to serve as guarantors of potentially flawed expert advice. This Article concludes that Delaware courts should reconsider the application and effect of section 141(e) and allow directors, regardless of their interest in a challenged transaction, to assert section 141(e) as a defense to liability in duty of care and duty of loyalty cases if they reasonably relied in good faith on expert advice.

Law of Private Placements (Non–Public Offerings) Not Entitled to Benefits of Safe Harbors—A Report
      Committee on Federal Regulation of Securities, ABA Section of Business Law, 66(1): 85–124 (November 2010)

Report on the 2010 Survey of Law Firm Opinion Practices
      Legal Opinions Committee, ABA Business Law Section, 68(3): 785-820 (July 2013)

Legal Opinions in SEC Filings (2013 Update)
      Task Force on Securities Law Opinions, ABA Business Law Section, 68(4): 1149-1160 (August 2013)

Restoring Equity: Delaware’s Legislative Cure for Defects in Stock Issuances and Other Corporate Acts
     C. Stephen Bigler and John Mark Zeberkiewicz; 69(2): 393-428 (February 2014)
In 2008, this journal published an article noting the difficulty under Delaware law in determining whether defects in stock issuances would render the stock void, and thus incapable of being validated or ratified, or merely voidable, and thus susceptible to cure by ratification. The Delaware legislature has adopted amendments to the General Corporation Law of the State of Delaware, which amendments will become effective on April 1, 2014, that are designed to overrule the existing precedents requiring that defective stock and acts be found void. The amendments expressly provide that defects in stock issuances and other acts render such stock and acts voidable and not void, if ratified or validated in accordance with the new ratification statutes. The amendments provide Delaware corporations with two alternative paths—one involving remedial action taken at the corporation’s initiative, the other involving a court proceeding—to ratify or validate stock and other corporate acts that, due to a defect in authorization, might under prior law have been void and incapable of ratification. In this article, we summarize the reasons why the ratification statutes were necessary, provide an overview of the new Delaware ratification statutes, and discuss examples of circumstances where the ratification statutes could be utilized, specific types of defects that could be validated, which alternative path (self-help or courtassisted) might be appropriate in various circumstances, and the effect of validation.

The Fuld@40 Papers
     Working Group on Legal Opinions; 69(3): 903-905 (May 2014)

Common Qualifications to a Remedies Opinion in U.S. Commercial Loan Transactions
     Gail Merel (Reporter), A. Mark Adcock, Robert W. Barron, Willis R. Buck, Jr., Jerome A. Grossman, Louis G. Hering, Timothy G. Hoxie, Andrew M. Kaufman, Reade H. Ryan, Jr., Philip B. Schwartz, and Stephen C. Tarry; 70(1): 121-160 (Winter 2014/2015)
As a condition to the closing of many types of business transactions, one or more of the parties may be required to provide written opinion letters of counsel for the benefit of other parties to the transaction. These opinions are often referred to as “third-party” opinions because the opinion giver renders them to a party or parties other than the opinion giver’s own client. These opinions may cover a range of issues, including, among others, the entity status and power of, the due authorization, execution, and delivery of the transaction documents by, and the enforceability of those documents against, the opinion giver’s own client in the transaction. Oftentimes the discussions regarding the scope of these opinions and the extent to which they will be qualified are time-consuming, and the resulting costs, borne by the client whose counsel is asked to render the opinions, increase substantially as negotiations proceed. This article, focusing on third-party opinions rendered in the context of U.S. commercial loan transactions, considers a number of qualifications that for various reasons, in the experience of the authors, opinion givers commonly include and opinion recipients and their counsel commonly accept. The authors believe that the identification of commonly used and accepted qualifications in the U.S. commercial loan market can help to streamline the opinion process in many transactions.

Sample California Third-Party Legal Opinion for Venture Capital Financing Transactions
     Opinions Committee, Business Law Section of the State Bar of California, 70(1): 177-216 (Winter 2014/2015)

No Registration Opinions (2015 Update)
     Report of the Subcommittee on Securities Law Opinions, Federal Regulation of Securities Committee, ABA Business Law Section; 71(1): 129-138 (Winter 2015/2016)

Cross-Border Closing Opinions of U.S. Counsel
     Legal Opinions Committee, ABA Business Law Section; 71(1): 139-226 (Winter 2015/2016)

Securities on Blockchain and the Uniform Commercial Code
     Reade Ryan and Mayme Donohue; 73(1): 85-108 (Winter 2017/2018)
This article initially provides a high-level description of blockchain technology intended to be accessible to those without a technical background, and illustratively describes an existing blockchain system that already evidences securities issued and being traded. The article then sets forth and analyzes how Article 8 of the Uniform Commercial Code covers blockchain securities as “uncertificated securities.” Finally, the article provides guidance to corporate lawyers faced with giving a legal opinion relating to the issuance and sale of securities on a blockchain.

Third-Party Closing Opinions: Limited Partnerships
     TriBar Opinion Committee, 73(4) 1107-1132 (Fall 2018)

A Streamlined Form of Closing 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 Streamlined Form of Closing Opinion. As described in the article’s introduction, the streamlined form was based on the Legal Opinion Principles drafted by the Legal Opinions Committee of the American Bar Association’s Business Law Section (the “ABA Legal Opinions Committee”). Now that the Statement of Opinion Practices (the “Statement”) and its related Core Opinion Principles (the “Core Principles”) have been published, we are updating that article and the streamlined form to reflect the Statement and Core Principles and developments in legal opinion practice since 2005. As indicated in the Statement’s explanatory note, the Statement, which has been approved by numerous bar associations and other lawyer groups, updates the Legal Opinion Principles in their entirety and selected provisions of the Guidelines for the Preparation of Closing Opinions, which also were drafted by the ABA Legal Opinions Committee. The Core Principles are derived from the Statement and are designed to be incorporated by reference in or attached to a closing opinion by those who desire to do so. Among other changes, the updated streamlined form of closing opinion incorporates the Core Principles in place of the Legal Opinion Principles.

Sample California Third-Party Legal Opinion Letter for Personal Property Secured Financing Transactions
     Opinions Committee, Business Law Section of the California Lawyers Association; 75(2): 1831-1868 (Spring 2020)

Development of Legal Opinion Practice as Reflected in The Business Lawyer
     Sylvia Fung Chin, Arthur Norman Field, Donald W. Glazer, and Stanley Keller, 75(3): 2041-2052 (Summer 2020)
As reflected in the reports published over the years in The Business Lawyer, third-party legal opinion practice has developed significantly during The Business Lawyer’s seventy-five years. That development was prompted by a seminal article on legal opinions published in 1973 in The Business Lawyer. Since then, The Business Lawyer has published numerous reports on legal opinion practice by the ABA Business Law Section’s Legal Opinions Committee and other bar groups, as well as many articles on legal opinions. Four participants in the development of legal opinion practice describe that development in this article and predict what might be expected going forward.