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June 1, 1992Legal Opinions Committee

(1992) Report of the Legal Opinions Committee of the State Bar of Texas Regarding Legal Opinions in Business Transactions

The Legal Opinions Committee of the Business Law Section of the State Bar of Texas was organized and began its work as an ad hoc committee in June 1989. The Committee was originally comprised of twenty-seven members, all of whom were experienced business lawyers from law firms located in various cities in the State of Texas. The Committee became a standing committee of the Business Law Section of the State Bar of Texas in 1990, and continued its work with the intent of publishing the report of the Committee prior to June 30, 1992. The goals of the Committee were primarily to encourage and express a consensus of Texas business lawyers with regard to (i) the philosophy and purposes of legal opinions rendered to third parties in business transactions; (ii) uniform approaches to format and coverage of such opinions; (iii) the meaning of certain words and phrases commonly used in legal opinions; (iv) guidelines for negotiation of and factual investigation to back up legal opinions; and (v) guidelines for Texas lawyers with respect to professional ethics and maintaining professionalism and quality control in connection with legal opinions. To achieve these goals, the Committee agreed to prepare a comprehensive report covering these topics, to be published as an educational tool and a guide to Texas lawyers in negotiating and drafting legal opinions.Leg
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June 2, 2026bizlaw

Spring 2026 Newsletter

Message from the Chair; Legality Of Electronic Execution and Delivery of Transaction Closing Documents; The Three Pillars of AI Adoption: the Rules, the Tools, and the People - A practical framework for responsible AI adoption; and Why Texas Wants to Be the New Home for Sovereign Debt Litigation.
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November 7, 2025Cliff Ernst, Gail Merel

Update On Legal Opinion Matters, Including the Texas Corporate Opinion Report

In 1992, the Legal Opinions Committee of the Business Law Section of the State Bar of Texas (Texas Legal Opinions Committee) issued its Report Regarding Legal Opinions in Business Transactions. 1 Six supplements to the 1992 Legal Report have since been issued to update aspects of the report. 2 Most recently, in 2019, a subcommittee of the Texas Legal Opinions Committee began work on a new Corporate Opinion Report to update sections of the 1992 Texas Report addressing corporate status, corporate power, corporate action, and corporate shares in regard to Texas - formed corporations and opinions often requested in regard to the registration and good standing of corporations formed outside of Texas. 3 This presentation reports on the status of the Corporate Opinion Report and includes information about the background and evolution of reports that address third-party opinion letters 4 and the opinions given therein, and why those reports are important.
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March 7, 2014D. Hull Youngblood Jr.

7 Deadly Sins of Opinion Letters

Although the classic Seven Deadly Sins 2 do not ordinarily impact the process of drafting an Opinion Letter for the closing of a transaction, the dramatic title of this article is appropriate since it will focus on seven issues that arise in the negotiation and drafting of Opinion Letters that can present significant difficulties for practitioners and their clients. An Opinion Letter can appear in many types of transactions from a settlement agreement, to a divorce decree, a bank loan, or a merger. An Opinion Letter can appear in a variety of formats, ranging from simple one pagers to a 25- page long-form preferred by the public M&A practitioners with an astonishing array of disclaimers, carve-outs and attachments (not to mention the volumes of support documentation and affidavits). Specifically, this paper will address seven topics regarding Opinion Letter that may assist the drafter in improving their clarity and predictability, while limiting the risk of unexpected consequences to the drafter of the Opinion Letter.
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May 25, 2013Adrienne Randle Bond

Legal Opinions on LLC's

As the use of the limited liability company (“LLC”) has significantly expanded, the bar has been required to examine and refine its customs and practices in the giving of closing opinions for LLCs. Historically, the preponderance of entities participating in financing or acquisition transactions was corporations. The swell of LLC formation, however, has outstripped the historical corporate practice, and LLCs are now the common entity used. Because of the several fundamental differences between LLCs and corporations, it stands to reason that traditional “corporate” legal closing opinions must be reconfigured to meet the specific characteristics of an LLC. One cannot simple perform a “global search” and replace “corporation” with “company.” The form of legal opinion for LLCs must be substantially rewritten, and the underlying due diligence tasks to give the opinion must be redefined. Even the topics that are required to be discussed in a legal opinion must be reformulated from the traditional corporate formulations. I plan to cover two areas: general legal principles that are invoked in the preparation and delivery of a closing opinion, and specific opinion provisions for the core opinions that are generally given about an entity in a financing or acquisition transaction. General principles have been affected by the expanded use of LLCs because the general principles depend on customary practices from corporate practice, and customary practices have been adapted to the unique features of an LLC. Further, the Bar has developed new and more precise diction with respect to the actual language used in the traditional core opinions given.
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May 23, 2013Steven D. Moore

Nexus and State Tax Due Diligence

The basic premise for this paper1 is that more scrutiny is being put on (i) registration to do business requirements and (ii) state tax “nexus” standards than ever before. The first source of this scrutiny is state regulation. State budget crunches are causing state revenue departments to look harder at all of the businesses that they may be able to subject to state tax jurisdiction. Similarly, the Texas Secretary of State has stepped up enforcement of its fee and penalty authority against unregistered businesses. For example, the Texas Secretary of State website has a “late fee calculator.”2 If you input data that a foreign corporation has been transacting business in Texas since Jan. 1, 2000 and should have been registered here over the last decade, the registration fee and late fees that would now be required to be paid in order to register in Texas total $9,750.3 The stakes have obviously increased over days of not too long ago when foreign entities would in effect be granted amnesty for prior registration deficiencies. In addition to regulatory concerns, a second major source of scrutiny is contractual in nature and can stem from opinion letter practice or merger and acquisition agreements. Acquisition agreements routinely contain representations and warranties that parties need to understand in the context of maturing state laws dealing the scope of long-arm state tax jurisdiction or “nexus.”
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April 15, 2011Stephen C. Tarry

Primer on Legal Opinions

This Article will discuss a few significant topics that have been the subject of recent discussion at the WGLO Seminars and among legal opinion practitioners, including recent litigation and claims against law firms relating to legal opinions. As an initial matter, it should be noted that many of the recent claims against laws firm based upon legal opinions are related to facts assumed or stated, to negative assurances, and to the wording of the opinions as to qualifications and limitations, rather than to alleged mistakes of law in the opinions that are actually expressed.
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October 22, 2010Stephen C. Tarry

Legal Opinions

This Article will discuss a few significant topics that have been the subject of recent discussion at the WGLO Seminars and among legal opinion practitioners, including recent litigation and claims against law firms relating to legal opinions.
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December 31, 1969Newsletter Committee

Spring, 2013

This issue includes articles entitled: "Legislation Update on Article 4A Amendment" by Roger Bartlett; "Potential Impact of the Canning Decision on CFPB Rules" by Cheryl Crandall Tangen; and "Legal Opinions Committee Update: Dodd-Frank and Swap Guarantees by and Joint and Several Liability Provisions for Entities that are not Eligible Contract Participants" by Steve Tarry.
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December 31, 1969Newsletter Committee

Section Newsletter Summer 2015

This issue includes articles on "Trap for Nonprofit Corporations: Using Single Member LLCs" by Darren Moore and Frank Sommerville; "Form of Nonprofit Corporation Governing Documents Available to Members" by Elizabeth Miller and Frank Sommerville; "Delaware Judge Fines Dole Food Executives $148 Million for Merger Fraud" by Byron Egan; and "Common Qualifications to a Remedies Opinion in U.S. Commercial Loan Transactions" by Gail Merel and Steve Tarry.
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December 31, 1969Newsletter Committee

Section Newsletter Summer 2015

This issue includes articles on "Trap for Nonprofit Corporations: Using Single Member LLCs" by Darren Moore and Frank Sommerville; "Form of Nonprofit Corporation Governing Documents Available to Members" by Elizabeth Miller and Frank Sommerville; "Delaware Judge Fines Dole Food Executives $148 Million for Merger Fraud" by Byron Egan; and "Common Qualifications to a Remedies Opinion in U.S. Commercial Loan Transactions" by Gail Merel and Steve Tarry.
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December 31, 1969Newsletter Committee

Spring, 2013

This issue includes articles entitled: "Legislation Update on Article 4A Amendment" by Roger Bartlett; "Potential Impact of the Canning Decision on CFPB Rules" by Cheryl Crandall Tangen; and "Legal Opinions Committee Update: Dodd-Frank and Swap Guarantees by and Joint and Several Liability Provisions for Entities that are not Eligible Contract Participants" by Steve Tarry.
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April 2, 2001David R. Keyes, Gail Merel

Supplement No. 2 to the Report of the Legal Opinions Committee Regarding Legal Opinions in Business Transactions

Since publication of the Business Law Section’s Report of the Legal Opinions Committee Regarding Legal Opinions in Business Transactions (June 1, 1992), by the Legal Opinions Committee of the Business Law Section (the “Committee”) of the State Bar of Texas, Articles 8 and 9 of the Texas Uniform Commercial Code (the “Texas UCC”), which deal with security interests in securities and other types of investment property, were amended effective September 1, 1995. The 1995 amendments introduced a number of new defined terms including the following new definition of investment property
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