The Spring 2022 Working Group on Legal Opinions Conference

The Spring 2022 Meeting of the Working Group on Legal Opinions Foundation (“WGLO”) concluded on May 10, 2022 and consisted of sessions held on May 3, 2022, May 5, 2022 and May 10, 2022. As with the Fall 2020, Spring 2021 and Fall 2021 meetings of WGLO, the Spring 2022 meeting was a virtual meeting in which all presentations were presented through a virtual electronic platform. Plenary sessions were conducted on May 3, 2022 and May 10, 2022. Meetings of most affinity groups occurred on May 5, 2022, but other affinity group meetings were held on May 3, 2022 and May 10, 2022. The meetings were not recorded by WGLO (and attendees were instructed not to record the meetings) due to a desire to facilitate discussion among meeting panelists and other attendees, who might be more comfortable if they could speak without attribution.

As a reminder, WGLO (website: www.wglo.net) (last accessed June 21, 2022), is an organization whose mission, per its website, is “… WGLO’s mission is to bring together all constituencies concerned with giving and receiving legal opinions in order to foster a national opinion perspective, broaden the consensus that exists and provide a continuing forum for discussion of opinion issues.” There are three categories of members of WGLO: the ABA’s Business Law Section, law firms and bar associations (such as the ABA’s Section of Real Property, Trust and Estate Law and state bar associations). Among WGLO’s activities is the hosting of a Spring meeting and a Fall Meeting each year.

Lawyers that are partners in, or, employed by, member law firms may, as of the date of this article, access written materials from the Spring 2022 meetings (www.wglo.net/publications/past-seminar-index/spring-2022-seminar) (last accessed June 21, 2022). A log-in and password is required to access the materials. The materials include the meeting’s agenda and written materials relevant to the discussion topics.

May 10, 2022

Three programs were presented during the May 3 session. The first program, “Beyond Traditional Third-Party Closing Opinions: Opinions that Confirm Satisfaction of Contractual Conditions, Regulatory Requirements or Procedures or Other Matters” discussed opinions required under a contract to satisfy conditions not pertaining to a closing (e.g., opinions of the type considered in the Bandera case) and opinions to be given under circumstances where one party may not be able or willing to accept variations.

The second program, “Takeaway: Observations on Opinions Other than Traditional Third-Party Closing Opinions” discussed opinion letters issued outside the context of closing opinions. Opinion reports issued by bar groups have focused on third-party closing opinions and not opinions provided in other contexts.

The final plenary session of the day continued a feature of previous WGLO conferences, a discussion of recent developments in opinion letter reports and case law that pertains to opinions or might affect the substance of the opinions themselves. As with prior WGLO conferences, the session included a discussion of several judicial decisions on a variety of substantive legal topics that could affect opinion practice.

The day’s programming ended with a meeting of the Capital Markets/Public Securities affinity group.

May 5, 2022

The meetings on May 5 were devoted to meetings of various affinity groups. WGLO has organized groups within particular practice areas to discuss opinion issues that may be of concern to those that issue or receive opinion letters in transactions involving those practice areas. There were four affinity group meetings on May 5; namely, meetings of the following affinity groups: Corporate/Alternative Entities, Cross-Border Transactions, Real Estate and Private Equity/Venture Capital. As noted above, the Capital Markets/Public Securities affinity group met on May 3. The Commercial Law and Finance affinity group met on May 10. The Affinity group meetings were scheduled to avoid time conflicts among affinity group meetings, thus affording those wishing to do so the opportunity to attend the meetings of all affinity groups. The real estate affinity group meeting on May 5 primarily consisted of a lengthy discussion of the convergence and divergence of real estate opinion letter practice and non-real estate opinion letter practice. The Corporate/Alternative Entities affinity group meeting included discussion of a recently issued TriBar Committee report on opinions with respect to limited liability companies (see www.americanbar.org/content/dam/aba/publications/business_lawyer/2022/77_1/report-closing-opinions-202201.pdf, for a copy of the report) (accessed June 21, 2022).

May 10, 2022

The meeting on May 10 consisted of three substantive sessions followed by a meeting of the Commercial Law and Finance affinity group to close the programming for the day. The first session, “Current Ethics Issues Relating to Transactional Practice,” continued a feature found in prior WGLO conferences addressing professional responsibility issues. This session looked at professional responsibility-related matters emanating from past corporate scandals. The second session, “Opinions on Resales of Securities”, addressed de-legending and resales of post-merger SPAC securities and opinions on Section 4(1-1/2) resale transactions, including discussion of a recently published report of the Securities Law Opinions Subcommittee, Federal Regulation of Securities Committee, ABA Business Law Section (this report may be accessed at: www.americanbar.org/groups/business_law/committees/opinions/tribar/). The final plenary session, “Opinions on Security Interests in Digital Assets Under the UCC”, examined the work of a drafting committee working on potential amendments to the UCC pertaining to the sale and granting of security interests in certain kinds of digital assets (the drafting committee’s webpage may be accessed at: www.uniformlaws.org/committees/community-home?attachments=&communitykey=cb5f9e0b-7185-4a33-9e4c-1f79ba560c71&libraryentry=5349fb23-1e16-4a60-ad97-cee1102cb536&pageindex=0&pagesize=12&search=&sort=most_recent&viewtype=row) (last accessed June 21, 2022). The final programming for the day consisting of a meeting of the Commercial Law and Finance affinity group.