Interested in training for your team? Click here to learn more

True Sale and Non-Consolidation Legal Opinions in Securitization and Structured Financing Transactions

Purpose, Assumptions, Language, Characteristics; Minimizing Risks to the Preparer

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

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Thursday, January 18, 2024

Recorded event now available

or call 1-800-926-7926

This CLE course will provide legal practitioners with practical advice about preparing true sale and non-consolidation legal opinion letters in securitizations and other structured finance transactions. The panel will review the common elements of these opinion letters, highlight the attendant risks and potential liabilities, discuss the rights, obligations, and expectations of opinion givers and lenders, and outline best practices to reduce risks and avoid common pitfalls.


Lenders, rating agencies, trustees, issuers, and servicers generally require specialized opinions of counsel in structured finance transactions. In the case of true sale and non-consolidation opinions, their general purpose is to ensure the "bankruptcy remoteness" of certain parties and assets to the transaction.

A true sale opinion is an opinion letter in which counsel opines that transferred financial assets have been sold and that they will not be property of the estate of the seller in a subsequent insolvency proceeding.

A non-consolidation opinion is an opinion letter issued by counsel to the borrower pursuant to which counsel opines that the assets of the borrower--and the collateral offered to secure the deal--will not be subject to substantive consolidation with certain affiliated parties in the event of a bankruptcy filing.

The process of rendering a true sale or non-consolidation opinion involves review of the relevant questions and considerations underlying the proposed transaction documents. To protect the attorney providing the opinion from potential liability, the opinion letter must describe the scope and limitations on which the opinion is being rendered, any factual or legal assumptions underlying the opinion, and any qualifications under which the opinion is based.

Listen as our authoritative panel of practitioners discusses drafting true sale and non-consolidation opinion letters and best practices for the opinion giver to minimize risks.



  1. Overview of the true sale doctrine
  2. Ensuring that a transaction is a "true sale"
  3. Language and characteristics of a true sale opinion
  4. Issues and considerations when drafting a true sale opinion
  5. Understanding the role of non-consolidation opinions in financing transactions
  6. Potential issues when drafting non-consolidation opinions
  7. Best practices and tips for issuing a non-consolidation legal opinion
  8. Key takeaways


The panel will address these and other key issues:

  • What is a true sale legal opinion and how is it typically used?
  • What is a non-consolidation legal opinion and under what circumstances is it typically required?
  • What are the key characteristics of a well-drafted true sale or non-consolidation opinion letter?
  • What key factors and considerations should attorneys analyze when preparing to draft these types of opinion letters?


Flores, Francisco
Francisco Flores

Partner, Co-Chair Structured Finance Practice
Winston & Strawn

Mr. Flores focuses his practice on negotiating, structuring and documenting corporate transactions and related...  |  Read More

Harbour, Jason
Jason W. Harbour

Hunton Andrews Kurth

Mr. Harbour regularly represents all major constituencies in formal bankruptcy proceedings and in out-of-court...  |  Read More

Access Anytime, Anywhere

Strafford will process CLE credit for one person on each recording. All formats include course handouts.

To find out which recorded format will provide the best CLE option, select your state:

CLE On-Demand Video