Legal Opinions in an Acquisition Loan


Summary

This practice note discusses preparation of legal opinions in commercial real estate loan transactions. Typically in such transactions, the lender will expect the borrower's counsel to deliver an opinion to the lender regarding certain items generally relating to the corporate capacity of the borrower and the enforceability of the loan documents. The opinion usually takes the form of a letter on the borrower counsel's letterhead addressed to the lender. While the lender's counsel often will provide a list of the substantive opinions requested, usually the borrower's counsel will prepare the first draft using its form opinion. As the forms for these opinions vary widely both by the firm and the jurisdiction, it is difficult to provide a generic form. Instead, this note provides a discussion about what is generally included in an opinion should assist with both the opinion writing process and the substantive contents.