Structuring Local Counsel Opinions in Real Estate Finance Transactions

Navigating Assumptions, Qualifications, Limitations and Interplay Between Local and Lead Counsel Opinions

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


Conducted on Thursday, May 4, 2017
Recorded event now available


This CLE webinar will provide counsel with the tools for drafting local counsel opinions for real estate finance transactions, with reference to the ABA Real Estate Finance Opinion Report and 2016 Supplement on Local Counsel Opinion Letters. The panel will also discuss the potential risks of liability in rendering opinions and best practices for reducing such risks.

Description

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 is licensed to practice in a state different from the property that will be subject to the mortgage loan. Opinion givers must each understand their role in the transaction and the areas for which they are responsible.

In 2016, the ABA released a Supplement to its Real Estate Finance Opinion Report (the "Opinion Report") which focuses on opinions of local counsel and the interplay between local and lead counsel opinions. It provides an opinion format that reflects a consensus on current national financing custom and practice, and is therefore a good road map for giving and receiving opinions.

When rendering a third-party opinion, practitioners must take measures to ensure the accuracy and completeness of their opinion. Counsel preparing opinion letters face potential liabilities if the opinion is defective and negligence can be shown.

Listen as our authoritative panel explains best practices when drafting local opinion letters for commercial real estate finance transactions. The panel will review the Opinion Report as it relates to opinions generally, and issues particular to local counsel and how they are addressed in the 2016 Supplement. Finally, they will discuss potential liabilities involved in rendering opinions, and strategies for counsel to reduce risk in providing opinion letters.

Outline

  1. Introduction—ABA Opinion Report and Local Counsel Supplement of 2016
  2. When local counsel opinion is necessary—varying roles of local vs. lead counsel
  3. Structure of local counsel opinion
    1. Role of opinion giver as local counsel
    2. Definitions, applicable documents, jurisdiction, reliance on other sources
    3. Assumptions
    4. Opinions
    5. Limitations
    6. Use and reliance, effective date, governing law, disclaimer or implied opinions
  4. Potential risks of liability and protections for the opinion provider

Benefits

The panel will review these and other key issues:

  • What are the roles and responsibilities of the local and lead counsel in providing their respective opinions?
  • What guidance does the 2016 Supplement provide with regard to the format and substance of the local counsel opinion?
  • What due diligence steps are critical for counsel preparing commercial real estate finance opinion letters to minimize risks and liabilities?

Faculty

Michael J. Bordy, Principal
Michael J. Bordy, A.P.L.C., Los Angeles

Mr. Bordy is a transactional attorney who has 26 years of experience handling a variety of issues in business, corporate law and real estate. He regularly advises clients on real estate finance and leasing. His expertise encompasses real estate contracts, property rights, commercial property transactions, eminent domain, zoning, land-use and building permits, and negotiating real estate agreements.

Scott J. Stein
Stein Law, Scottsdale, Ariz.

Mr. Stein focuses his practice on real estate, sales, leasing and development, corporate transactions, structuring and strategic planning, loan financings, and hospitality matters. He is speaker and published author on real estate issues, including legal opinions.


Recordings

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Real Estate Law Advisory Board

David A. Barksdale

Partner

Ballard Spahr

Jacob Bart

Partner

Stroock & Stroock & Lavan

Brian W. Blaesser

Partner

Robinson & Cole

Ronald B. Grais

Of Counsel

Jenner & Block

Ren R. Hayhurst

Partner

Bryan Cave

Thomas C. Homburger

Of Counsel

K&L Gates

Susan C. Tarnower

Counsel

Kilpatrick Townsend & Stockton

Clark T. Thiel

Partner

Jones Day

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