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 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.
Outline
- Defining the scope of the engagement of local counsel
- Document review and due diligence, including ethical considerations relating to recommended changes to the draft loan documents under the law of the opinion jurisdiction
- Substantive opinion issues:
- Opinion requests:
- Entity opinions
- Usury and enforceability opinions
- Choice of law opinions
- Non-contravention and no violation of applicable law opinions
- No litigation opinions
- Assumptions, qualifications, and exceptions
- Reliance wording
- Opinion requests:
- 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
- Theories of opinion-giver: liability and best practices for minimizing liability risk
Benefits
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?
Faculty
Anthony D. Todero
Counsel
Lathrop GPM
Mr. Todero focuses on commercial finance. He partners with businesses, banks, life insurance companies, and other... | Read More
Mr. Todero focuses on commercial finance. He partners with businesses, banks, life insurance companies, and other institutional borrowers and lenders in a variety of financial transactions, including commercial real estate and other asset-based lending, public finance on municipal bond transactions, syndicated and club credit facilities, loan participations, and senior and mezzanine debt financing. Mr. Todero has a robust third-party legal opinion practice and is articles editor for Opinion Matters: The Newsletter of the Committee on Legal Opinions in Real Estate Transactions of the American Bar Association's Section of Real Property, Trust, and Estate Law.
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Ashley Wingfield
Shareholder
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
Ms. Wingfield is chair of the firm's Opinion Letter Committee. She.represents a wide range of clients in all aspects of complex commercial real estate transactions. Ms. Wingfield has led her clients through all stages of complex retail, office, mixed-use, and multi-family residential projects across the country, from the initial structuring of investor arrangements through acquisition and disposition. She is experienced in the negotiation of joint venture agreements with institutional partners, assembling both private fund and tenant-in-common investors, and the purchase and sale of equity interests in various real estate projects, including REITs. Additionally, she has managed complex acquisitions and large-scale property developments, and has represented developers in addressing a wide range of issues including subdivision, utilities, reciprocal easements, common interest communities, special districts and condemnation.
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