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Third-Party Entity Opinions in Private Equity and Finance Transactions

Current Guidance under TriBar Opinion Committee Reports on Limited Partnerships and LLCs

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

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Conducted on Wednesday, June 12, 2019

Recorded event now available

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This CLE course will provide an analysis of third-party opinions concerning entity matters in private equity and commercial finance transactions. The panel will base its discussion on the recently published report by the TriBar Opinion Committee on opinions on limited partnerships (LPs) as well as the 2006 and 2011 TriBar reports on opinions on limited liability companies (LLCs) as well as developments which have taken place in the intervening years.


Opinions on LPs and LLCs are common in private equity, hedge fund, merger and acquisition, and financing transactions. Opinion givers and counsel for opinion recipients must understand the wording and meaning of these opinions and the due diligence and documentation needed to support them and the limitations on the scope of opinions by non-Delaware counsel. The TriBar Opinion Committee reports are intended to facilitate the giving of those opinions and as a result to improve the opinion process.

Entity opinions typically cover (1) formation and existence; (2) power to enter into and perform obligations under the transaction documents; and (3) authorization, execution, and delivery of those documents. Closely related are opinions related to the GP or managing member, including their authority to bind the LP or LLC.

When an entity is issuing LP or LLC interests, purchasers of those interests may also request opinions regarding (4) the issuance of their interests; (5) their admission as limited partners of the LP (or as members into the LLC); (6) their obligation to make payments in connection with their purchase and ownership of LP/LLC interests; and (7) their liability as limited partners or members for obligations of the LP or LLC.

Listen as our authoritative panel discusses current best practices in providing third-party opinions on various matters relating to LLCs and LPs. They will reference the recent 2018 report by the TriBar Opinion Committee on LP opinions as well as the 2006 and 2011 TriBar reports on LLC opinions.



  1. Introduction: TriBar Opinion Committee reports on third-party opinions for LLCs and LPs
  2. Status opinion on formation and existence
  3. Power of LP/LLC to enter into and perform its obligations under transaction documents
  4. Action opinion on due authorization, execution and delivery of agreements being enterred into
  5. Valid issuance of LP/LLC interests
  6. Admission of purchasers of LP/LLC interests as limited partners/members
  7. Opinions regarding the obligations of purchasers to make payments and contributions to an LP/LLC
  8. Personal liability of limited partners/members


The panel will review these and other issues:

  • What supporting documentation should an opinion provider obtain before giving an authority opinion?
  • How should the power of the entity to enter into a transaction be confirmed?
  • Does an opinion that LP or LLC interests are "validly issued" mean that the LP/LLC agreement is enforceable among the parties?
  • In drafting a third-party opinion, how should the opinion-giver address the obligations of LP/LLC investors to make payments ... and the personal liability of the LPs/LLCs?
  • What are the issues to be considered by non-Delaware counsel in giving opinions on LLCs and LPs.


Bidwell Jr., J. Truman
J. Truman Bidwell, Jr.

Sullivan & Worcester

Mr. Bidwell is the co-chair of the Firm’s Opinions Committee. His practice is focused in the areas of...  |  Read More

Bjerke, Bjorn
Bjorn Bjerke

Shearman & Sterling

Mr. Bjerke is a partner in the Finance practice. He focuses his practice on representing borrowers, lenders, managers...  |  Read More

Chin, Sylvia
Sylvia Fung Chin

Partner Of Counsel
White & Case

Ms. Chin focuses her practice on corporate and commercial financing, with an emphasis on asset-based financing...  |  Read More

Santucci, Ettore
Ettore A. Santucci

Goodwin Procter

Mr. Santucci chairs the Firm's Capital Markets Group and co-chairs the REITs and Real Estate M+A Group. He...  |  Read More

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