Statement on Entity Status, Power and Authority Opinions Regarding Pre-Code Texas Entities and Pre-Code Registered Foreign Entities Under the Texas Business Organizations Code

Supplement No. 5 to the Report of the Legal Opinions Committee of the Business Law Section, State Bar of Texas, Regarding Legal Opinions in Business Transactions.

This Statement addresses whether the Texas Business Organizations Code’s (the "Code") application to Texas entities and registered foreign entities either formed or registered prior to the Code''s application ("Pre Code Entities") has affected certain opinions commonly given in commercial transactions insofar as such opinions relate to Pre-Code Entities, including after amendments to the Code that became effective September 1, 2011 (the “2011 Amendments”). 

In summary, the Committee believes that the application of the Code, by itself, would not affect the rendering of customary legal opinions addressing a Pre-Code Entity’s existence (or authority to transact business, in the case of a Pre-Code Registered Foreign Entity), good standing and entity power and authority to execute, deliver and perform obligations under a contract (collectively, the “Status, Power and Authority Opinions”).