In-House Counsel Legal Opinion

Summary

This template is a legal opinion delivered by the borrower’s in-house counsel to the lenders in a syndicated loan transaction. It is addressed to the initial lender, agent, collateral agent, swing line lender, or letter of credit issuer. This template includes practical guidance, drafting notes, and alternate clauses. It is standard commercial practice in the United States for lenders to receive a legal opinion as a condition precedent to closing a credit agreement. Legal opinions are sometimes delivered by the borrower's in-house counsel, sometimes by the borrower's outside counsel or, alternatively, both in-house and outside counsel can deliver opinions covering separate matters. Opinions from outside counsel are desirable because law firms have expertise in specialized areas of the law that are important to lenders (not easily covered by in-house counsel) and because an outside law firm is an additional party that the lenders can hold accountable if the opinion proves to be incorrect. In-house counsel, on the other hand, has greater familiarity with the client and may be in a position to opine on matters that outside counsel lacks sufficient familiarity to address. This template contemplates a financing that includes the following elements: • A senior secured credit facility consisting of one or more term loan facilities and a revolving loan facility. • Agency roles for each of an administrative agent, collateral agent and issuing bank, acting for a syndicate of lenders. • Collateral and guarantee support from the loan parties, generally including a group of the borrower's subsidiaries and the borrower's immediate parent entity. Related Content • Legal Opinions in Financing Transactions Resource Kit