Because a security right in investment property made effective against third parties by registration is subordinated to a security right made effective against third parties by control, a secured party generally requires legal counsel of the debtor to give notice to the secured party that the security right has been made effective against third parties by both control and registration, and that it is “customary to seek notice and make an opinion that, with control, guarantee The party takes precedence over all other security interests of the Company over investment companies in the same investment property, despite the scarcity of priority valuations for other forms of guarantee. In general, lawyers are careful not to frame the opinions they express in a way that triggers strict liability, although parties seeking the lawyer`s advice expect the lawyer to be liable if he acts negligently. Words that imply a standard of care beyond ordinary negligence, such as “I certify that.” should be avoided in legal advice. However, it is important to remember that a lawyer`s opinion is only an opinion – not a guarantee. Despite the increasing effectiveness of due diligence, the fact remains that some transactions require legal advice due to the particular circumstances of this transaction. However, the old habit of seeking the advice of a lawyer as a condition of closing and then letting lawyers negotiate the terms of the transaction at a later date may soon become obsolete. A legal opinion (or opinion letter) is an oral or written objective interpretation or analysis of a legal situation by a professional lawyer on which the person to whom it is addressed must rely. In other words, a legal opinion is the opinion of a particular lawyer on the application of the law to a particular matter and usually contains conclusions or recommendations. Legal advice is defined in the dictionary as “advice given by an expert in professional matters”. In the United Kingdom and other common law countries, a legal opinion also refers to written legal advice on a point of law issued either by a lawyer or solicitor (often referred to as a “lawyer`s opinion”) or, occasionally, by a senior judicial officer, such as an Attorney General. If the opinion is given by a foreign lawyer or law firm, it is generally referred to as “foreign legal advice”. As with other transaction documents, legal opinions are generally “negotiated”; That is, drafted by one party (the opinion-giver) subject to the review and opinion of the other party (the lawyer representing the addressee of the opinion).
Most companies start with their own standard form. Significant deviations from the standard usually require further discussion and additional internal approvals. The assumptions and qualifications used in opinions have evolved according to industry standards and, although they are generally quite long (several pages are not uncommon), are generally not controversial. Most commonly, questions arise about the scope of the notice, including which documents should be covered and what comments should be requested from the recipient. The “golden rule” is that lawyers should not ask others for opinions that they would not give themselves. When this rule is followed, the valuation work usually proceeds smoothly, although there are sometimes genuine disagreements about the appropriate opinions in a particular transaction. Problems are likely to arise if the lawyer asks the appraiser to comment on factual rather than legal issues, as legal advice should not be used as a substitute for a borrower`s factual statements in transaction documents. A legal opinion informs the addressee of the legal effect of the conclusion of the proposed transaction. For example, in the context of a cross-border transaction, lawyers in a foreign jurisdiction may advise on the validity, applicability and compliance of a settlement document with the local law of that jurisdiction (e.g. local registration or stamp duty requirements). While the use of legal opinion has declined in recent years for many large transactions, particularly those involving government business enterprises, there are still instances where legal advice is required – such as under subsection 13.4(1) of the Insolvency and Insolvency Act, RSC 1985, c B-3 (“BIA”). The legal opinion of the lawyer himself, including the examination of the facts, the interpretation of the facts regarding their legality or the potential risks.
The author of the legal opinion should consider, as clearly and completely as possible, a sufficient number of facts to confirm each of the conclusions set out in the legal opinion. A legal opinion is a mandatory closing delivery for many financing transactions, but the nature and purpose of the legal advice is often misunderstood by non-lawyers involved in the transaction. Typically, lawyers representing the parties work directly with each other on the notice. Clients are usually involved early in the process when asked if an opinion should be required, or late in the process when problems arise. This article discusses the purpose and elements of legal advice, the types of problems that typically arise, and considerations about when legal advice should be required. Not all cases decided by a higher court result in the publication of an expert opinion; In many cases, this is not the case, as an advisory opinion is often only issued when the law is reinterpreted or the matter is an important matter of general public interest and the court wishes to publish the details of its decision. [ref. needed] In the majority of U.S.
cases, judges issue a memorandum decision clarifying how federal or state law applies to the case and upholding or reversing the lower court`s decision. A memorandum decision does not set a precedent or reinterpret the law and cannot be used to justify a decision in subsequent cases.
