LLC Opinion Letters: Minimizing Preparer Liability Risks

Using the Supplemental TriBar LLC Opinion Report to Guide Opinion Practice

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

Conducted on Wednesday, June 24, 2020

Recorded event now available

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Course Materials

This CLE course will provide strategies for drafting LLC opinion letters, using the TriBar LLC Opinion Supplemental Report as a guide. The panel will discuss the potential liabilities involved in rendering opinion letters and best practices for counsel to reduce risk in providing opinion letters.


Limited liability companies (LLCs) are now the business entity of choice for many companies. As the use of LLCs has increased in all types of transactions, so have requests for third-party opinions covering LLCs.

Practitioners must be extremely diligent in drafting opinion letters to ensure accuracy and completeness. Counsel preparing opinion letters face potential liabilities if the opinion is defective and negligence can be shown.

The TriBar Opinion Committee last updated its Supplemental LLC Opinion Report in 2011, and this report remains the foundational guidance on opinion letters concerning issuing LLC interests, admitting purchasers of LLC interests as members of the LLC, and obligations and liabilities of purchasers of LLC interests.

Listen as our authoritative panel with opinion practice experience explains best practices for drafting opinion letters using the TriBar LLC Opinion Supplemental Report as a guide. The panel will discuss strategies for minimizing potential liabilities and risks to opinion preparers.



  1. Preparing LLC opinion letters
    1. Issuance of LLC interests
    2. Admission of purchasers of LLC interests as members of the LLC
    3. Obligations of purchasers of LLC interests to make payments and contributions to the LLC
    4. Personal liability of purchasers of LLC interests to third parties
  2. Potential risks of liability and protections for opinion preparer
    1. Duties of the opinion giver
    2. Misrepresentations/mistakes
    3. Cost/benefits analysis
    4. Consequences


The panel will review these and other vital questions:

  • How will the Supplemental TriBar LLC Opinion Report impact opinion letter practice?
  • What types of LLC deals generally require an opinion letter?
  • What are the critical due diligence steps for counsel preparing LLC opinion letters to minimize risks and liabilities?


Barron, Robert
Robert W. Barron

Berger Singerman

Mr. Barron has significant experience with real estate asset and financing transactions, corporate acquisition and...  |  Read More

Gorby, Michael
Michael J. Gorby

Gorby Peters & Associates

Mr. Gorby has tried hundreds of cases and handled thousands of matters for corporations and individuals across the...  |  Read More

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