Opinion Letter
(Secured Transaction)

Summary

This template is a standard legal opinion letter delivered by the borrower's counsel to the agent and lenders in a typical syndicated loan transaction. This template includes practical guidance, drafting notes, and alternate clauses. 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. Read this template in conjunction with the practice notes Scope and Elements of Opinion Letters and Preparing Legal Opinions and Other Common Aspects of Opinion Practice. Note that the various opinions provided in this opinion letter are often divided into one or more separate opinion letters. The borrower's internal legal counsel or regular corporate law firm may be called upon to provide the "building block," corporate authority type of opinions (see opinion paragraphs , and ), while the borrower's special counsel, retained primarily for the purpose of the financing transaction, would provide the enforceability opinion and other transaction specific opinions (see opinion paragraphs to and ). The opinions relating to validity and perfection of the security interests may also be covered in separate opinion letter (see opinion paragraphs and ), particularly when the state law governing those issues involves jurisdictions where the principal outside counsel is not qualified and, therefore, is unable to give the requested opinions. Most law firms have their own form of legal opinion, so this template should be used as a supplemental guide, not a replacement.