Structuring Opinions of Counsel in Real Estate Finance Transactions

Assumptions, Qualifications, Limitations, and Factual Certificates That Reduce Risks for Opinion Givers

An encore presentation.

Recording of a 90-minute premium CLE video webinar

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Conducted on Tuesday, September 13, 2022

Recorded event now available

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Course Materials

This CLE course will prepare counsel to draft third-party opinions for real estate finance transactions. The panel will cover the opinions required--including authority, enforceability, and property-related opinions--and the assumptions, limitations, and qualifications that counsel should include to limit exposure.

Description

Commercial real estate loan transactions secured by real estate are often conditioned upon a third-party opinion letter which provides the opinion giver's professional judgment on a range of legal issues. Opinion letters can present potential liability for the provider, but certain assumptions and qualifications, as well as client certificates as to factual matters, can be employed to limit counsel's exposure.

The ABA/ACREL/ACMA Real Estate Finance Opinion Report and UCC Opinion Report (the ABA Reports) provide useful guidance in preparing opinions that reflect customary practices generally accepted nationwide.

Listen as our authoritative panel explains best practices when drafting third-party opinion letters for commercial real estate finance transactions. The panel will discuss strategies for counsel to reduce risk in providing opinion letters, and the extent to which the ABA Reports can be used as a reference in opinion preparation.

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Outline

  1. Preparing commercial real estate finance opinions
    1. Range of opinions
    2. Assumptions
    3. Limitations
    4. Use of the opinion letter: reliance
  2. ABA Reports

Benefits

The panel will review these and other key issues:

  • What are the general responsibilities of the opinion giver?
  • What guidance do the ABA Reports provide on opinion preparation?
  • What are due diligence steps critical for counsel preparing commercial real estate finance opinion letters to minimize risks and liabilities?
  • What assumptions, qualifications, and limitations should counsel consider to limit the scope of opinions?

An encore presentation.

Faculty

Grodner, R. Marshall
R. Marshall Grodner

Member
McGlinchey Stafford

Mr. Grodner's practice focuses primarily on commercial transactions, secured transactions, commercial finance,...  |  Read More

Weise, Steven
Steven O. Weise

Partner
Proskauer Rose

Mr. Weise practices in all areas of commercial law and has extensive experience in financing, especially in those...  |  Read More

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