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Drafting Legal Opinions for Article 9 Security Interests: Navigating the Complexities and Avoiding Liability

Scope and Limitations, Interests of Opinion Giver and Recipient, Applicability of Other States' Laws

Recording of a 90-minute premium CLE video webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
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Conducted on Thursday, December 15, 2022

Recorded event now available

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This CLE course will guide counsel in preparing and providing opinion letters for commercial financing transactions involving security interests under Article 9. The panelists will review the scope and limitations of the opinion, the balancing of the interests of opinion givers and recipients, and the applicability of crucial Article 9 choice-of-law rules.


Before closing a transaction involving a UCC Article 9 security interest, the lender may require the borrower's counsel to deliver an opinion confirming that the security interest was created correctly, attached, and perfected. Opinions on priority are rare and, when given, are extensively qualified.

Article 9 contains complex rules that render opinions on security interests a potential trap for the unwary. Counsel must consider Article 9's requirements in conjunction with other Articles of the UCC, such as Article 8, if the security interest covers investment property.

Article 9 is often beyond the scope of work of attorneys accustomed to preparing third-party opinions in M&A or other business transactions. Conversely, attorneys adept with Article 9 may not be familiar with customary practice in drafting Article 9 opinions. Article 9 legal opinions require both skill sets.

Listen as our authoritative panel discusses how to prepare Article 9 security interest legal opinions and outlines best practices to reduce the liability exposure of opinion givers.



  1. Legal opinions regarding security interests under Article 9 and customary practice
  2. Scope and limitations on security interest opinions
  3. Issues that may cause concern to the opinion giver or the opinion recipient
  4. When the law of another state applies


The panel will review these and other critical issues:

  • What role does customary practice have in drafting opinion letters for security interests under Article 9?
  • How broad should the scope of an Article 9 opinion be, and what are the limitations?
  • How can counsel reduce risk exposure when providing Article 9 opinion letters?


Hepler, Erik
Erik W. Hepler

Kirkland & Ellis

Mr. Hepler concentrates his practice on secured debt financings. He represents borrowers and lenders in connection...  |  Read More

Schulwolf, James
James C. Schulwolf

Shipman & Goodwin

Mr. Schulwolf is a partner in Shipman's Business and Corporate Practice Group.  He focuses his practice on...  |  Read More

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