Legal Opinion
(Debt Tender Offer) (Offeror's Counsel) (DE Corporation)

Summary

This template legal opinion may be issued by offeror’s counsel in connection with a debt tender offer. The dealer-manager agreement, which governs the relationship between the offeror and the dealer-managers, typically requires delivery of an opinion from the offeror’s counsel at the commencement of the debt tender offer and on each settlement. This template includes practical guidance and drafting notes. This template assumes that (1) the offeror is a Delaware corporation and the issuer of the debt securities subject to the tender offer, (2) the offeror is a public company, (3) the dealer-manager agreement is governed by New York law, and (4) the offeror’s outside counsel is competent to opine on the General Corporation Law of Delaware, New York law, and the federal laws of the United States of America. This template of opinion letter should be customized to the particular circumstances of the debt tender offer. While this template includes standard opinions for a debt tender offer, you should ensure that the opinions given satisfy the requirements of the dealer-manager agreement. For information on structuring debt tender offers, see Debt Tender Offer Structuring Considerations. For a template dealer-manager agreement, see Dealer Manager Agreement (Debt Tender Offer), and for a template agreement between the dealer-manager and the solicitation agent, see Dealer Manager and Solicitation Agent Agreement (Debt Tender Offer). For more information on legal opinions generally, see Legal Opinions for Securities Offerings