A Legal Opinion

Notice from the BIA under subsection 13.4(1) should be sent to the trustee. Pursuant to subsection 13.4(2) of the BIA, the trustee must provide a copy to the Superintendent and to any creditor requesting a copy of the notice. The BIA`s notice in section 13.4(1) should contain details of the documents reviewed and of any action taken by the opinion leader. Investigations usually include a review of the company`s documents (for example, those contained in the company`s logbook and submitted to the commercial register), documents prepared for the specific transaction, as well as any relevant filings in all appropriate registers covering the search for securities, charges and similar matters. Despite the increasing effectiveness of due diligence, the fact remains that some transactions require legal advice due to the particular circumstances of that transaction. However, the old habit of requiring the advice of a lawyer as a condition of closing and then asking the lawyers to negotiate the terms of the settlement at a later date may soon become superfluous. In general, lawyers should not carefully formulate the opinions they express in such a way as to incur strict liability, although parties seeking the lawyer`s opinion expect the lawyer to be liable if he or she acts negligently. Words that imply a standard of care beyond ordinary negligence, such as “I confirm that.” should be avoided in a legal opinion. However, it is important to remember that a lawyer`s opinion is only an opinion – not a guarantee. The reason for this decline is that the elements that are usually commented on, such as the existence and status of the target at closing, the proper approval and delivery of transaction documents and the like, are issues that can often be filled in through due diligence.

As due diligence becomes more robust and electronic search increases its efficiency, the need to rely on legal advice decreases. Legal advice can be a valuable document to protect the recipient by: (i) informing the recipient of the legal effect of completing the proposed transaction; (ii) identification of legal risks; and (iii) confirmation that a party is able to enter into and perform its obligations under the transaction documents. Is it worth preparing legal advice? While cost-benefit analysis varies from transaction to transaction, here are some basic principles to keep in mind. Notices confirming business status are often required for (a) the acquisition of businesses, in particular private companies, and (b) when acting on behalf of the borrower in connection with a credit transaction. In general, such opinions require the following: In the United Kingdom and other common law countries, a legal opinion also refers to a written legal opinion on a legal matter issued either by a lawyer or lawyer (often referred to as “lawyer`s expert opinion”) or occasionally by a senior government official such as an Attorney General. If the report is given by a foreign lawyer or law firm, it is usually referred to as “foreign legal advice”. PPZ laws have been enacted in all common law jurisdictions in Canada to replace almost all other laws relating to the presumption of security of personal property. The LPP has a broad application and allows the creation of many types of security interests.

Three essential elements must be considered in order to prepare an opinion on the security of personal property, which are as follows: Several areas of business practice require formal legal advice from legal counsel. The legal aid scheme in the UNITED Kingdom requires legal advice that shows a sufficient chance of success before the Legal Aid Council funds an application. Professional negligence insurance policies often require the advice of legal counsel before the insurer is required to reimburse an alleged claim (sometimes referred to as the QC clause when it comes to the opinion of a leading lawyer). Legal advice is often obtained as part of a banking transaction, but its importance is often overlooked. This blog will explore the purpose of a legal opinion and when a lender might need to get one. In general, there will be a list of assumptions that will be used in the preparation of the opinion. All assumptions and issues on which one relies must be set out in the notice. Of course, assumptions should only be made with respect to facts that the opinion counsel knows or has reasonable grounds to believe are correct. To some extent, the use of assumptions stems from cost considerations – a client will often have a thorough knowledge of the facts in question, but will not want to pay for the service required to verify those facts. In addition to an BIA notice under subsection 13.4(1), there may be a number of other scenarios in which legal advice may be required, whether formal or not. The level of due diligence required to prepare legal advice is often the same, regardless of the size of the transaction.

If the amount of the transaction does not warrant a costly statement, the attorney may contact the opposing attorney to discuss whether certain issues such as proper approval, execution, and delivery of documentation can be accepted to reduce costs for the client. Sometimes it is not possible for the person seeking the expert`s opinion to adequately inform the lawyer of the importance of the case or to grant full access to the necessary information for reasons of confidentiality. In these circumstances, the notice may contain language that limits the lawyer`s liability. An opinion of this kind is called an opinion with reservation. If the qualifications are applicable to all opinions expressed, it is acceptable to present the opinions and then list the qualifications in an appendix or in subsequent paragraphs. It is also important to recognize the risk of liability that a lawyer accepts when providing legal advice. This exposure is not limited to financial problems, but can also affect the reputation of the lawyer. In this sense, one should follow the “golden rule” when seeking legal advice from an opposing lawyer – don`t ask for the recording of a certain opinion that you don`t want to give yourself in similar circumstances. In the case of commercial transactions, particularly in the context of financing, the lender requires an opinion on the entrepreneurial capacity of the borrower and the enforceability of the transaction documents that the borrower must conclude. This type of assessment is usually issued by the borrower`s lawyer or the lender`s lawyer, according to the ethical rule that applies to the issuance of this notice applicable to the jurisdiction. If the company in question comes from a foreign jurisdiction, the notice is often referred to as foreign legal advice. Legal advice should be taken into account whenever a transaction involves a foreign element on which UK lawyers cannot advise.

Most sophisticated law firms have a detailed backup search and internal approval process for creating legal advice, which increases the company`s transaction costs. Companies may not want to bear the cost of legal advice, otherwise these funds could be used to grow the business. In general, the lower the amount raised for funding, the less likely it is that notice will be appropriate. Also known as an “opinion letter”, legal advice is given in the form of a letter from a law firm expressing legal conclusions and/or analyses of a particular transaction. The recipient of the notice will then rely on its content as the basis for concluding the transaction. This article contains only general information on legal issues and developments and is not intended to be specific legal advice. For more information, please see our disclaimer. The preparation of a legal opinion is often a condition for cross-border transactions and must be met before an advance is made. Legal advice will attempt to assure a lender that the transaction documents: (i) are binding on the parties involved in the transaction; and (ii) be enforceable against such parties.

All opinions regarding the security are subject to extensive reservations, including the following: Legal advice is often sought on cross-border transactions, in particular for transactions involving the acquisition of companies, credit and securities transactions, and real estate sale and purchase transactions. For example, if a transaction involves a Luxembourg company, the lender may seek legal advice from a law firm in Luxembourg to confirm (among other things) that the Luxembourg company is legally constituted and registered and that the documents it concludes have been validly executed and are binding and enforceable. Expert opinions on land generally relate to both ownership of the land and the registration of a specific charge (e.g. a mortgage) on the property. In terms of title, opinions can certainly be based on proper research. Legal advice is usually prepared and renewed immediately prior to the transaction or performance of the contract to ensure that the document has been prepared in accordance with applicable laws and legal practice. Sometimes it is used for litigation, that is, for the competent preparation of a trial and a stable behavioral strategy in court as an additional argument or legal analysis of the evidence. When preparing a legal opinion, lawyers are responsible for it, as they conduct legal and factual research, analysis, and reviews.