Legal Opinions in Securitizations

Summary

This practice note describes the legal opinions that are commonly required to be delivered by counsel in most securitization transactions. Except where noted, these opinions are typically delivered by "deal" counsel (e.g., counsel with overall responsibility for closing the transaction). Deal counsel is typically counsel to the transaction sponsor (the "Sponsor"), which is often the investment bank that is structuring the transaction and placing the securities to be issued (the "ABS"). The list of opinions discussed below is not exhaustive, as the structures of some transactions may require opinions of different types. These opinions are typically addressed to the other parties involved in the transaction, such as the rating agencies, the trustee, the underwriter or placement agent (the "Underwriter") and any credit enhancer, although the addressees of some of these opinions may be limited to only those parties with a direct interest in the subject matter of the opinion.