1. Introduction

Third-party legal opinion letters (“closing opinions”) [1] are delivered at the closing of a business transaction by counsel for one party (the “opinion giver”) to another party (the “opinion recipient”) to satisfy a condition to the opinion recipient’s obligation to close. A closing opinion includes opinions on specific legal matters (“opinions”) and, in so doing, serves as a part of the diligence of the opinion recipient. [2]

This Statement of Opinion Practices (this “Statement”) provides guidance regarding selected aspects of customary practice and other practices generally followed throughout the United States in the giving and receiving of closing opinions. [3]

[1] The terms “opinion letters” and “closing opinions” are commonly used to refer to third-party legal opinion letters, defined in this Statement as “closing opinions.”

[2] References in this Statement to an opinion recipient mean the addressee of a closing opinion and any other person the opinion giver expressly authorizes to rely on the closing opinion.

[3] This Statement is drawn principally from:  Comm. on Legal Op. of the Section of Bus. Law of the Am. Bar Ass’n, Legal Opinion Principles, 53 Bus. Law. 831 (May 1998), and Comm. on Legal Op., Guidelines for the Preparation of Closing Opinions, 57 Bus. Law. 875 (Feb. 2002).  It updates the Principles in its entirety and selected provisions of the Guidelines.  The other provisions of the Guidelines are unaffected, and no inference should be drawn from omissions from the Guidelines in this Statement.  Each provision of this Statement should be read and understood together with the other provisions of this Statement.