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' Law

Recording of a 90-minute CLE webcast with Q&A


Conducted on Thursday, November 2, 2017

Recorded event now available

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Program Materials

This CLE webinar 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 key Article 9 choice of law rules.

Description

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

Article 9 contains complex rules that make rendering opinions on security interests a potential trap for the unwary. Counsel must consider Article 9 requirements with other UCC articles, such as Article 8 if the security interest covers investment property.

Article 9 legal opinions require attorneys to master dual skill sets. These opinions are often beyond the scope of work for attorneys who prepare 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 legal opinions.

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.

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Outline

  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 to the opinion recipient
  4. When the law of another state applies

Benefits

The panel will review these and other key issues:

  • What role does customary practice have in drafting opinion letters for security interests under Article 9?
  • How expansive 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?

Faculty

Hepler, Erik
Erik W. Hepler

Partner
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

Partner
Shipman & Goodwin

Mr. Schulwolf represents senior and mezzanine lenders, venture capital investors (including SBIC’s), private...  |  Read More

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