Opinions of Counsel in Lending Transactions: Scope and Assumptions, Substantive Opinions, and Qualifications
Structuring Third-Party Opinion Letters to Lenders Which Minimize Risks to the Preparer
Recording of a 90-minute premium CLE webinar with Q&A
This CLE webinar will provide legal practitioners with practical advice about developing a process for the preparation of opinion letters and the typical language included in standard opinions requested in commercial finance transactions. The panel will review the common elements of an opinion letter, highlight the attendant risks and potential liabilities, discuss the rights, obligations, and expectations of opinion givers and lenders, and outline best practices to reduce risk.
Outline
- Scope of the opinion - addressees and reliance
- Assumptions
- Substantive opinions
- Formation and valid existence
- Entity power
- Authorization, execution, and delivery
- No required consents, authorizations, or approvals
- Enforceabilty
- No conflict
- No litigation
- Qualifications and assumptions
- State practice
- Enforceability exceptions
- Legal and factual assumptions
- General exceptions
- Sources for opinion practice and customary practice
- Special issues and opinion topics
- Bringdown and supplemental opinion requests
Benefits
The panel will review these and other key issues:
- The basic opinions typically required in commercial finance transactions
- The due diligence necessary to give certain opinions
- The importance of customary practice, assumptions and qualifications in opinion letters
- Opinions that are inappropriate subjects to be covered by opining counsel or which may be rendered subject to appropriate legal and factual diligence, and scope limitations and qualifications
- An overview of opinions sometimes requested, tailored to specific types of borrowers, transaction terms or industries, including a sampling of opinion requests and responses tailored to specific state or federal law issues
Faculty

Robert C. Brighton, Jr.
Shareholder
Becker & Poliakoff
Mr. Brighton represents U.S. and international issuers and investors, as well as underwriters and placement agents... | Read More
Mr. Brighton represents U.S. and international issuers and investors, as well as underwriters and placement agents in a broad variety of capital market transactions. He also represents buyers, sellers and investment bankers in connection with asset purchases and sales relating to small closely-held corporations and tender offers for publicly-traded Fortune 500 corporations. He advises broker-dealers, investment advisers, investment companies, insurers, banks and other financial service companies with respect to formation, and regulatory and transactional issues. He represents borrowers and lenders in credit transactions ranging from acquisition financing to asset-based and cash-flow loans and revolving credit facilities.
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Jerome A. Grossman
Senior Counsel
Gresham Savage Nolan & Tilden
Mr. Grossman’s practice focuses on UCC secured transactions, real estate secured transactions and other financing... | Read More
Mr. Grossman’s practice focuses on UCC secured transactions, real estate secured transactions and other financing transactions (including securitized financings) – from the initiation stage through workouts and restructurings - and third-party legal opinions. He has extensive experience in the structuring and documentation of CMBS loans, primarily on behalf of tenancies in common, Delaware statutory trusts, and REIT subsidiaries. He co-authored CEB Action Guide, Enforcing Security Interests in Personal Property.
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Erik W. Hepler
Partner
Kirkland & Ellis
Mr. Hepler concentrates his practice on secured debt financings. He represents borrowers and lenders in connection... | Read More
Mr. Hepler concentrates his practice on secured debt financings. He represents borrowers and lenders in connection with syndication loan facilities, bridge financings, notes offerings, mezzanine loans and intercreditor arrangements. He also advises debtors and lenders in restructurings and insolvency proceedings. He chairs his firm's Opinion Committee.
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