Local Counsel Opinions in Real Estate Finance Transactions
Strategies for Maximizing Efficiency and Reducing Risks for Opinion Givers
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE course will provide practitioners with tools for drafting local counsel opinions for real estate finance transactions, referencing recently published opinion reports. The panel will also discuss ethical considerations and liability risks associated with rendering local counsel opinions and best practices for reducing such risks.
Outline
- Defining the scope of the engagement of local counsel
- Document review and due diligence, including ethical considerations relating to recommended changes to the draft loan documents under the law of the opinion jurisdiction
- Substantive opinion issues:
- Opinion requests:
- Entity opinions
- Usury and enforceability opinions
- Choice of law opinions
- Non-contravention and no violation of applicable law opinions
- No litigation opinions
- Assumptions, qualifications, and exceptions
- Reliance wording
- Opinion requests:
- The relevance of "customary practice" and published opinion reports, in particular, the American Bar Association/American College of Real Estate Lawyers/American College of Mortgage Attorneys Real Estate Financing Opinion Report and Local Counsel Opinion Supplement
- Theories of opinion-giver: liability and best practices for minimizing liability risk
Benefits
The panel will review these and other critical issues:
- What are the roles and responsibilities of the local and lead counsel in providing their respective opinions?
- What guidance do published opinion reports provide about local counsel opinions?
- What are the crucial due diligence steps for counsel preparing commercial real estate finance opinion letters to minimize risks and liabilities?
Faculty
Kristen E. Burgers
Partner
Hirschler Fleischer
Ms. Burgers represents debtors and creditors in bankruptcies and financial workouts in Virginia, the District of... | Read More
Ms. Burgers represents debtors and creditors in bankruptcies and financial workouts in Virginia, the District of Columbia, and Maryland. She also represents buyers, sellers, and lenders in the sale and financing of shopping centers, hotels, and residential/mixed use developments in the DC metro area and nationally. These transactions involve traditional financing, mezzanine financing, preferred equity agreements and new financing vehicles including Property Assessed Clean Energy (PACE) and EB-5 financing transactions.
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Carrie Hallberg O'Malley
Partner
Hirschler Fleischer
Ms. O’Malley advises clients on innovative investment structures related to commercial real estate. In addition... | Read More
Ms. O’Malley advises clients on innovative investment structures related to commercial real estate. In addition to her established commercial real estate and finance practice, she has a long history representing real estate investors and lending institutions in the acquisition, financing, servicing and sale of commercial loan portfolios. This work has involved loan pools of conventional mortgages (both performing and non-performing), as well as commercial economic development loans. Ms. O’Malley also maintains a niche focus in the rapidly-evolving impact investment arena of Property Assessed Clean Energy (PACE) financing.
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Ashley Wingfield
Shareholder
Brownstein Hyatt Farber Schreck
Ms. Wingfield is chair of the firm's Opinion Letter Committee. She.represents a wide range of clients in all... | Read More
Ms. Wingfield is chair of the firm's Opinion Letter Committee. She.represents a wide range of clients in all aspects of complex commercial real estate transactions. Ms. Wingfield has led her clients through all stages of complex retail, office, mixed-use, and multi-family residential projects across the country, from the initial structuring of investor arrangements through acquisition and disposition. She is experienced in the negotiation of joint venture agreements with institutional partners, assembling both private fund and tenant-in-common investors, and the purchase and sale of equity interests in various real estate projects, including REITs. Additionally, she has managed complex acquisitions and large-scale property developments, and has represented developers in addressing a wide range of issues including subdivision, utilities, reciprocal easements, common interest communities, special districts and condemnation.
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