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Fundamentals of Third Party Closing Opinions (DVD Package) |
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"I need a first draft of the opinion letter in the morning!"
As the lawyer called on to prepare the first draft of a third-party closing opinion letter, do you know where to start? The statutes and cases tell you very little about how to prepare an opinion. To prepare a responsible opinion letter, you will need to understand the custom and vocabulary that experienced lawyers use. While the law applicable to these opinions is often local, the applicable custom and vocabulary used are often national. Our panel of leading experts in opinion letters will walk you through the process.
You could begin the opinion letter process by "marking-up" a form or an opinion letter given in a similar deal done in the office. However, you will only be able to do so intelligently and spot problems in giving the opinions requested if you understand the deal, the opinion process, customary practice, customary due diligence, and the vocabulary involved.- What is customary practice and how do you find it?
- What are the limits on how clever the opinion letter wording can be?
- What law is covered by the opinion?
- Why are the remedies opinion considered "central" in many opinion letters and, when given, what does it tell the recipient?
- What are "reasoned," "qualified," "performance," and "clean" opinions?
- What diligence responsibility does recipient's counsel have in examining the opinion letter?
- What law firm review procedures should you follow?
"Get the materials together to give the opinion."
Closing opinions are not guesses. You will need to know or research the law covered in the opinion letter. Facts are applied to the applicable law to reach opinion letter conclusions. - What methods are acceptable to "establish" fact for an opinion letter?
- How exhaustive should your factual search be?
- How do you deal with what you know without doing a search? When can assumptions be made?
- Is it proper to rely on a client factual certificate if you know that the client is unsure of the facts stated but is willing to take on the risk of being wrong?
- What is usually excluded from an opinion letter and why? Which exclusions are implicit and which have to be stated?
- What are the differences between "exclusions," "exceptions" and "limitations?"
- When is it usual to include "knowledge limitations?"
- Is it appropriate to specifically limit assignment of (or other bases for reliance on) the opinion letter?
- How do you deal with specialized opinions, such as UCC, SEC, LLC, preferred stock opinions?
Take this course before you get your next call to work on an opinion letter. These four hours will provide you with an understanding of the fundamentals of opinion practice and guidance on how to obtain more specialized information about opinions when required.
This DVD package includes 2 DVDs and printed course materials.
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