Rendering Third-Party Legal Opinions on LLC Status, Power, Action, Enforceability and Membership Interests

Drafting Defensible Opinions and Minimizing Preparer Liability Risks

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

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Conducted on Tuesday, August 11, 2015

Recorded event now available

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Course Materials

This CLE course will provide guidance for drafting defensible third-party opinions related to LLCs. The panel will also discuss the potential liabilities involved in rendering opinion letters and best practices for counsel to reduce risk in providing LLC opinions.


LLCs are now the business entity of choice for many companies—in Delaware alone there are approximately 700,000 LLCs. As LLC formation has become more prevalent, requests of counsel for third-party legal opinions addressing the validity, power and authority of LLCs as well as the enforceability of LLC agreements have increased.

Since the release of the Supplemental TriBar LLC Opinion Report in 2011, attorneys are also being asked to prepare more third-party opinions concerning issuing LLC interests, admitting purchasers of LLC interests as members of the LLC, and the obligations and liabilities of purchasers of LLC interests.

Practitioners must be extremely diligent in drafting opinions on LLCs to ensure they are accurate, complete and defensible. Counsel preparing third-party opinions face potential liabilities if their opinion is defective and negligence can be proven.

Listen as our authoritative panel with opinion practice experience explains best practices for drafting defensible third-party opinion letters on LLC status, power, action, enforceability and membership interests.



  1. Preparing LLC opinion letters
    1. Validity, power and authority of LLCs
    2. Issuance of LLC interests
    3. Admission of purchasers of LLC interests as members of the LLC
    4. Obligations of purchasers of LLC interests to make payments and contributions to the LLC
    5. Personal liability of purchasers of LLC interests to third parties
  2. Potential risks of liability and protections for opinion preparer
    1. Duties of opinion giver
    2. Consequences


The panel will review these and other key issues:

  • What types of opinion letters are generally issued regarding LLCs?
  • How has the Supplemental TriBar LLC Opinion Report impacted opinion letter practice?
  • What due diligence steps are critical for counsel preparing LLC opinion letters to minimize risks and liabilities?


Steven D. Goldberg
Steven D. Goldberg


Mr. Goldberg has worked with Delaware limited liability companies since their first inception in 1991. He has a...  |  Read More

Brian M. Gottesman
Brian M. Gottesman

Berger Harris

Mr. Gottesman is the head of his firm's Corporate/Business Entity Counseling practice group. He has extensive...  |  Read More

Quinn, Michelle
Michelle P. Quinn

Berger Harris

Ms. Quinn's practice focuses primarily on rendering advice as to matters of Delaware law relating to...  |  Read More

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