what does an opinion letter from a lawyer about a loan document look like?

In the opinion letter, a legal counsel will first mention the documents reviewed (the security and loan documents). They will then specify factual conclusions in the opinion letter concerning the loan documents and whether they have been validly authorized, executed, and delivered.

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How do you write an opinion letter for a loan?

Delayed loan closings, swollen legal fees. Why? The opinion letter of borrower's counsel often times has the effect of either delaying a loan closing or increasing legal fees of both borrower's counsel and lender's counsel -- both whose fees must be swallowed by the borrower. Lenders require opinion letters for most loan closings.

What is a legal opinion letter?

An attorney opinion letter is a document addressed to either his client or the institution where his client is sending the letter, verifying that to the best of his knowledge, the client is in compliance with the relevant law. Mostly commonly, attorney opinion letters may be required for transactions with lenders, contracting between ...

Can a bank require an attorney opinion letter?

Subject to certain exclusions and assumptions, a loan opinion letter provides the lender with certain assurances, including: verifying borrower compliance with Washington law; determining whether entities were validly formed and have the authority to transact with the lender; and. that the transaction documents will generally be binding between ...

How does the opinion letter of borrower's counsel affect closing costs?

Jan 09, 2022 · A legal opinion letter should include appropriate legal content Important relevant statutory sections should be referred Cases should be referred with a full reference. (a) Clear authority for a particular legal proposition. (b) Particularly relevant to the facts. (c) A particularly recent decision on a point.

What is a loan opinion letter?

Loan opinion letters are provided by legal counsel for borrowers and provide a number of opinions including the assurance that loan documents will be binding under the law of the jurisdiction, the borrower and guarantor entities have the necessary signing authority, and that such entities have been properly formed.Jan 9, 2019

What is a legal opinion letter?

A legal opinion is a formal letter from your company's corporate counsel to the investors containing counsel's conclusions about various legal matters relevant to the company and the transaction, based on counsel's review of a defined body of documents and information.

What does a legal opinion contain?

In law, a legal opinion is in certain jurisdictions a written explanation by a judge or group of judges that accompanies an order or ruling in a case, laying out the rationale and legal principles for the ruling.

What is a legal opinion in banking?

The Legal Opinion The purpose of a legal opinion in a transaction is to provide an additional layer of assurance to the party receiving the opinion. In loan transactions in the United States, it is customary for the borrower's counsel to provide an opinion to the lender (but not vice versa).

How do you write a legal opinion format?

For completeness sake, a legal opinion should set out the following:The background.The cause (or what led to the opinion being sought).Mandate or instruction (and what do you aim to analyse).Methodology (for your analysis).Analysis (cross referencing to legal precedent and/or authority).More items...•Nov 1, 2017

How do you write an attorney opinion letter?

How to Write an Opinion LetterState the facts: The facts are the answers to the client's questions. ... Analysis: For an easy analysis, first set out the provision of the law and the law itself. ... Answer the query: To answer the query, you will rely on the fact and analysis sections.More items...•Aug 5, 2016

What does a judicial opinion look like?

In most cases, the opinion will simply state a last name, followed by the initial “J.” No, judges don't all have the first initial “J”; the letter stands for “Judge” or “Justice,” depending on the court. For example, “Hand, J.” refers to Judge Hand, and “Holmes, J.” is Justice Holmes.

What are lawyers opinions?

An opinion from lawyers issued in letter form expressing legal conclusions about and/or legal analysis of a transaction or matter which is relied on by the addressee of the opinion. The main purposes of a legal opinion are: To inform the addressee of the legal effect of a transaction or matter.

What is a good legal opinion?

The legal opinion letter must use appropriate terminology An opinion should be written in good grammar. An opinion should be written in clear and precise terms. An opinion should include accurate legal terminology where necessary. An opinion should deal appropriately with medical or other expert terminology.

What are the documents required for legal opinion for bank loan?

Identity Proof: Passport / Driving License / Voter ID / PAN. Address Proof: License / Registered Rent Agreement / Utility Bill. Office Address Proof: Property Documents, Utility Bill. Office Ownership Proof: Property Documents, Utility Bill, Maintenance Bill.

Why do banks require an opinion letter?

An opinion letter facilitates the lender's due diligence and is required by all conduit lenders and by some banks and some insurance company lenders depending upon the size of the loan.Jun 25, 2015

Who can issue a legal opinion?

Depending on the analysis of some facts which may be past or present, a lawyer can give a legal opinion. In some cases such as property cases, a legal opinion can be obtained, for other issues related to past or current affairs, a legal opinion can be obtained.Oct 12, 2020

What is an enforceability opinion?

The enforceability opinion letter includes all of the items required in a due organization letter, as well as an opinion that the loan documents executed by the borrower are the legal , valid , binding , and enforceable obligations of the borrower. Some lenders will also require, as part of the opinion of enforceability as set forth in the preceding sentence, that, although the enforceability of the loan documents may be limited by (i) bankruptcy, insolvency, or other similar laws affecting the rights of creditors generally, and (ii) general principles of equity or other qualifications set forth by the borrower in the opinion letter, "such enforceability will not render the loan documents invalid as a whole or substantially interfere with the realization of the principal benefits and/or security provided thereby." The first clause of the language in quotations, in isolation does not present controversy; but some lawyers are unwilling to provide the second clause, which is referred to as the "substantial realization" clause. Lenders requiring an enforceability opinion may or may not waive the requirement of the substantial realization clause. The enforceability opinion sometimes includes an opinion about the collateral for the loan and that the lender has a validly secured and perfected interest in the collateral. Other matters may also be required, including an opinion that the loan is not usurious.

What is a due organization opinion letter?

due organization, authorization, execution and delivery opinion letter (usually referred to by shorthand as simply a due organization opinion letter) only requires that borrower's counsel provide a written opinion:

What does a client ask his attorney to write?

A client may ask his attorney to write a letter addressed to the client explaining the legality of decisions made when complying with business regulations, such as safety regulations, corporate filing requirements and taking tax deductions.

What is an opinion letter?

An attorney opinion letter is a document addressed to either his client or the institution where his client is sending the letter, verifying that to the best of his knowledge, the client is in compliance with the relevant law.

What does a borrower have to provide to his attorney?

The borrower has to provide to his attorney an opportunity to go through all the financial documents pertaining to the business. After reviewing the documents, the attorney writes a letter assuring the bank that he reviewed the financials and according to his expert opinion as an attorney, the business is in compliance with the law and is solvent.

What is a contracting letter?

Contracting Letter. A business entering into a contract can a request an opinion letter from the other business' attorney, certifying that the main parts of the contract are legally enforceable.

What is a loan opinion letter?

Writing a loan opinion letter requires a complete review of the loan documents and a substantiated opinion about the entity structure of the borrower and its binding nature, including all assumptions and exclusions.

What is Holmquist and Gardiner?

At Holmquist + Gardiner, our real estate legal team specializes in helping our clients prepare and apply for high-end commercial development loans. As a Seattle real estate law firm, we’ve helped real estate developers secure billions of dollars in loans over the years by doing what’s right for our clients and being good at what we do—without the need for exorbitant legal fees.

Does Washington require a loan opinion letter?

While Washington has no specific legal requirement for a loan opinion letter, lenders do generally require one to be submitted. This is especially true when higher loan amounts are involved or when the borrower is from outside of Washington and may not be as familiar with state law and regulatory requirements.

What is legal opinion?

A legal opinion is a common form of formal communication between lawyer and client and sometimes lawyer and lawyer. Legal opinion is delivered as a letter popularly known as ‘Legal opinion letter’. This letter always contains factual analysis and application of the law basing on those facts/issues.

What should a legal opinion letter include?

A legal opinion letter should include appropriate legal content. Important relevant statutory sections should be referred. Cases should be referred with a full reference. (a) Clear authority for a particular legal proposition. (b) Particularly relevant to the facts. (c) A particularly recent decision on a point.

What are the principles of a legal opinion letter?

For your legal opinion letter to appear formal and professional you must observe the following principles; 1. The context must be clear. The opinion must clearly reflect who it is written to, the solicitor and the client.

What to do when an opinion cannot be written without further work?

If an opinion cannot be written without further work, decide whether a conference will be required, or substantial Legal research . If the brief is beyond your experience or outside your normal areas of practice consider whether it should be returned.

What is a statute or case?

A particularly recent decision on a point. A statute or case should be quoted only when it has direct relevance. Practitioner books should be referred to if appropriate for the client to look up a particular point. Legal propositions must be dealt with clearly and accurately.

What is the importance of an opinion?

8. An opinion should reflect a professional approach. An opinion should be objective. An opinion should show a thorough professional understanding of how the case will proceed. An opinion should reach clear conclusions, even if the conclusion is that there are options or doubts.

What should an opinion show?

An opinion should show an appropriate understanding of the client’s problem. An opinion should present arguments that will promote the client’s objectives as far as possible. An opinion should clearly present any options open to the client. An opinion should present the client’s case reasonably, not with false optimism.

Do you need a hypothecation agreement when pledging collateral?

When a third party is pledging collateral, do require a “Hypothecation Agreement” (or proper hypothecation language in the mortgage/deed of trust) to back up consideration and then include a disclosure that you are relying upon the Hypothecation Agreement to support the consideration. 15.

Is an opinion letter a title?

Opinion letters are not opinions on “title” – do incorporate a title policy for matters of title and priority and don’t make our firm into the title insurer (for example, don’t include a sentence that provides in essence that Borrower is granting bank a “first” priority deed of trust on a parcel).

Do opinion letters need to be qualified?

5. Opinion letters need to be “qualified” – do include all the appropriate “qualifications.”. 6. From a borrower’s counsel’s perspective, a well drafted opinion letter limits the opinions rendered – don’t give opinions without the limitations afforded by including appropriate “assumptions” and “qualifications.”. 7.

What is a legal opinion in Luxembourg?

Legal opinions are commonly requested on cross-border transactions, specifically for transactions which involve the acquisition of companies, loan and security transactions, and property sale and purchase transactions. For example, where a transaction includes a Luxembourg entity, a legal opinion may be required by the lender from a law firm in Luxembourg to confirm (amongst other things) that the Luxembourg entity is validly constituted and incorporated and that the documents which they are entering into have been validly executed, and are binding and enforceable.

What is a foreign entity statement?

They are statements relating to specific points of law and will generally cover matters such as the incorporation and existence of a foreign entity, that entity’s ability to enter into the transaction documents and the enforceability of those documents.

What can the recipient use the issues identified in the opinion to raise further enquiries?

The recipient can use the issues identified in the opinion to raise further enquiries and, depending on the outcome of those enquiries, decide whether other forms of protection (for example, warranties and indemnities) are required.

What is legal opinion?

Also known as an ‘opinion letter’, a legal opinion is given in the form of a letter issued by a law firm expressing legal conclusions and/or analysis of a specific transaction. The recipient of the opinion will then rely on its contents as a basis for entering into the transaction. The delivery of a legal opinion is often a condition in ...

What does an opinion letter mean in a law firm?

In almost every one of these deals the seller's or borrower's counsel is called upon to provide an opinion letter addressing various matters, such as its client's legal existence, the client's authorization of the transaction and that the client will not be violating any other agreements by entering into the transaction. These opinion letters, moreover, are typically addressed not to the firm's client but to the other party to the transaction, i.e., the buyer or lender. Increasingly, when something goes wrong with the transaction, aggrieved buyers and lenders are seeking recourse, not just against the seller or borrower but also against the law firm that wrote the opinion letter. Two recent cases in the Massachusetts Superior Court illustrate this trend and provide some helpful guidance for transactional and litigation attorneys in large law firms seeking to avoid liability.

When was the Banks motion for summary judgment denied?

In an opinion issued April 28, 2004, the Superior Court (Connolly, J.) denied the Banks' motion for summary judgment in its entirety citing a number of disputed material facts, including whether the outcome of the patent infringement action was likely to have a "material adverse effect" on the Borrower.

Is West Lynn a pending lawsuit?

The Stock Purchase Agreement contained a representation that there was no pending or threatened litigation against West Lynn and that West Lynn was not the subject of any continuing government investigations, except as set forth on a schedule attached to the Agreement.

Is "to our knowledge" a limiting phrase?

On the other hand, there are aspects of both decisions which are cause for concern. First, it seems clear that the use of limiting and qualifying phrase s in opinion letters such as "to our knowledge" will not relieve a law firm from an obligation to conduct reasonable due diligence prior to issuing the opinion.

Components of An Opinion Letter

• The four key components of a standard opinion letter are: 1. List of documents reviewed 2. Factual conclusions 3. Legal enforceability opinion 4. Qualifications In the opinion letter, a legal counsel will first mention the documents reviewed (the security and loan documents). They will then specify factual conclusions in the opinion letter concerni...

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