Third-Party Legal Opinions in Business Transactions

Defining Scope, Limitations and Key Terms; Minimizing Liability Risks for Opinion Giver

*** This program has been cancelled ***

A live 90-minute CLE webinar with interactive Q&A

Tuesday, June 27, 2017
1:00pm-2:30pm EDT, 10:00am-11:30am PDT

Early Registration Discount Deadline, Friday, June 2, 2017

This CLE webinar will provide guidance to lawyers for providing third-party legal opinions in a variety of transactions. The panel will review the risks and potential liabilities for the opinion giver and outline risk management techniques when giving an opinion.


Counsel providing third-party opinions in connection with business transactions have professional and legal responsibilities they need to satisfy. They could face potential third-party liability if the opinion is defective and the standard of care is not met. For this reason, special attention should be paid to understand the basis upon which an opinion is given, the transaction to which it relates and the underlying facts and authority on which it relies.

Attorneys providing opinions in support of transactions should ensure that proper diligence is conducted prior to issuing the opinion and that the opinion is supported by appropriate transaction documents.

When preparing opinions, attorneys must take measures to ensure that they are following customary practice and that any variations from it are clearly described. Counsel should carefully define the scope and limitations of the opinion, balance the interests of the opinion giver and recipient, and consider whether to include any risk mitigation provisions, such as indicating the applicable law in the event of a legal dispute.

Listen as our authoritative panel with experience preparing opinion letters and evaluating insurance coverage examines the risks of providing third-party opinions, critical issues to address in opinions, and considerations and strategies to mitigate risks inherent in giving opinions.


  1. Third-party opinions—overview
    1. Different styles of opinions
      1. Restatement (Third) of the Law Governing Lawyers
      2. TriBar reports
      3. American Bar Association Legal Opinion Principles
    2. Key components of opinion letters
  2. Risk management considerations with third-party opinions
    1. Potential pitfalls of drafting opinion letters
    2. Law firms’ current position/concerns regarding giving opinions
    3. Interplay between third-party opinion risks and law firm insurance coverage
    4. Law firm due diligence and supporting documents/certificates for third-party opinions


The panel will review these and other key issues:

  • What are the sources of customary practice?
  • What are the current issues of concern to attorneys preparing third-party opinions?
  • What are the current trends in the marketplace concerning law firms’ willingness to provide third-party opinions?
  • What diligence steps are critical for counsel preparing third-party opinions to minimize risks and liabilities?
  • What potential pitfalls do attorneys face when giving third-party opinions in transactions?


Steven O. Weise, Partner
Proskauer Rose, Los Angeles

Mr. Weise practices in all areas of commercial law and has extensive experience in financing, especially in those secured by personal property, including structured financing. He is regarded as one of the foremost authorities on Article 9 of the UCC. He is a member of the Permanent Editorial Board for the UCC and a member of the American Law Institute’s UCC Article 9 Drafting Committee. Mr. Weise is also the past chair of the American Bar Association’s Business Law Section Legal Opinions Committee.

Stanley Keller, Of Counsel
Locke Lord, Boston

Mr. Keller is a nationally recognized corporate and securities lawyer who advises clients ranging from emerging companies to industry leaders. His practice focuses on public and private securities offerings and other corporate financings, advising publicly traded companies on compliance with SEC rules, public disclosure requirements and best practices, the Sarbanes-Oxley Act, the Dodd Frank Act and the JOBS Act, and other securities law and stock exchange requirements. He also counsel clients on mergers and acquisitions and corporate governance.

Sandra M. Rocks, Counsel
Cleary Gottlieb Steen & Hamilton, New York

Ms. Rocks' practice focuses on commercial financing, including secured transaction and bankruptcy law. She is Co-Chair of the Investment Securities Sub-Committee of the ABA Business Law Section UCC Committee. She also serves on the TriBar Committee on Legal Opinions and participated in TriBar's preparation of its original and updated reports on security interest opinions under Article 9 of the UCC.

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Discount Deadline
June 2, 2017
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The program provided good info apparently based on solid experience.

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Kleinbard Bell & Brecker

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Very nice job! The program was well coordinated and professionally done with knowledgeable presenters.

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BlueCross BlueShield of Tennessee

Corporate Law Advisory Board

Stuart M. Altman

Director, Corporate Legal Investigations


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General Counsel

Assurance America

Michael Hermsen


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Matthew A. Karlyn


Foley & Lardner

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G. Thomas Stromberg


Jenner & Block

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