Local Counsel Opinions in Real Estate Finance Transactions

Strategies for Maximizing Efficiency and Reducing Risks for Opinion Givers

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

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Thursday, May 28, 2020

Recorded event now available

or call 1-800-926-7926
Course Materials

This CLE course will provide practitioners with tools for drafting local counsel opinions for real estate finance transactions, referencing recently published opinion reports. The panel will also discuss ethical considerations and liability risks associated with the rendering of local counsel opinions and best practices for reducing such risks.


Commercial real estate loan transactions are usually conditioned upon opinions of counsel. Lenders will often require lead counsel and local counsel opinions when, for example, the lead counsel's license is from a different state than the situs of the property subject to the mortgage loan.

Local counsel rendering an opinion must understand and define with lead counsel and the client, as appropriate, the local counsel's role in the transaction and the areas for which local counsel is specifically responsible. Local counsel must also render an opinion that accurately reflects local state law and is in a format consistent with lender requirements (as negotiated) and customary opinion practice.

Listen as our authoritative panel explains best practices when drafting local counsel opinion letters for commercial real estate finance transactions.



  1. Defining the scope of the engagement of local counsel
  2. Document review and due diligence, including ethical considerations relating to recommended changes to the draft loan documents under the law of the opinion jurisdiction
  3. Substantive opinion issues:
    1. Opinion requests:
      1. Entity opinions
      2. Usury and enforceability opinions
      3. Choice of law opinions
      4. Non-contravention and no violation of applicable law opinions
      5. No litigation opinions
    2. Assumptions, qualifications, and exceptions
    3. Reliance wording
  4. The relevance of "customary practice" and published opinion reports, in particular, the American Bar Association/American College of Real Estate Lawyers/American College of Mortgage Attorneys Real Estate Financing Opinion Report and Local Counsel Opinion Supplement
  5. Theories of opinion-giver: liability and best practices for minimizing liability risk


The panel will review these and other critical issues:

  • What are the roles and responsibilities of the local and lead counsel in providing their respective opinions?
  • What guidance do published opinion reports provide about local counsel opinions?
  • What are the crucial due diligence steps for counsel preparing commercial real estate finance opinion letters to minimize risks and liabilities?


Todero, Anthony
Anthony D. Todero

Lathrop GPM

Mr. Todero focuses on commercial finance. He partners with businesses, banks, life insurance companies, and other...  |  Read More

Wingfield, Ashley
Ashley Wingfield

Brownstein Hyatt Farber Schreck

Ms. Wingfield is chair of the firm's Opinion Letter Committee. She.represents a wide range of clients in all...  |  Read More

Access Anytime, Anywhere

Strafford will process CLE credit for one person on each recording. All formats include course handouts.

To find out which recorded format will provide the best CLE option, select your state:

CLE On-Demand Video