Legal Opinions Resource Center

The ABA Business Law Section Legal Opinions Committee and the TriBar Opinion Committee have issued influential reports that have shaped opinion practice for over two decades. In recent years the Federal Securities Law Opinions Subcommittee of the Section's Committee on Federal Regulation of Securities has begun issuing authoritative reports, and other Section committees may issue reports in the future of interest to the practice. Law firms and law departments are encouraged to link their internal websites permanently to this resource.

Multi-Bar Group Reports

• Statement of Opinion Practices and Related Materials
  • Statement of Opinion Practices Materials, 74 Bus. Law. 801 (2019)
  • Statement of Opinion Practices (Word)
  • Core Opinion Principles (Word)
  • Schedule of Approving Organizations (Nov. 4, 2019)
• Statement on the Role of Customary Practice in the Preparation and Understanding of Third-Party Legal Opinions, 63 Bus. Law. 1277 (2008)

ABA Business Law Section Reports

A. Legal Opinions Generally

• Cross-Border Closing Opinions of U.S. Counsel, 71 Bus. Law. 139 (2015/2016),

• Report of the ABA Business Law Section Task Force on Delivery of Document Review Reports to Third Parties, 67 Bus. Law. 99 (2011),

• Model Stock Purchase Agreement with Commentary (Second Edition) - Exhibits 8.6(a) and 9.5(a), Legal Opinions, ABA Business Law Section, Mergers and Acquisitions Committee (2010)
• Closing Opinions of Inside Counsel, 58 Bus. Law. 1127 (2003)
• Guidelines for the Preparation of Closing Opinions (including Legal Opinion Principles), 57 Bus. Law. 875 (2002) (See Statement of Opinion Practices)

B. Securities Law Opinions

• Legal Opinions on Section 4(1 ½) Resale Transactions, 77 Bus. Law. 191 (2021/2022)
• Exchange Act Rule 14e-1 Opinions for Debt Tender Offers, 72 Bus. Law. 1047 (2017)
• No Registration Opinions (2015 Update), 71 Bus. Law. 129 (2015/2016)
• Legal Opinions in SEC Filings (2013 Update), 68 Bus. Law. 1149 (2013)
• Negative Assurance in Securities Offerings (2008 Revision), 64 Bus. Law. 395 (2009)

C. Survey Reports

• Report on 2019 Survey of Law Firm Opinion Practices, 77 Bus. Law. 1163 (2022)
• Report on the 2010 Survey of Law Firm Opinion Practices, 68 Bus. Law. 785 (2013)
• Law Office Opinion Practices, 60 Bus. Law. 327 (2004)

TriBar Opinion Committee Reports

• TriBar Report on Opinions Under 2022 Amendments to the Uniform Commercial Code Regarding Emerging Technologies (May 2024)
• Third-Party Closing Opinions: Limited Liability Companies (Revised 2021), 77 Bus. Law. 201 (2021/2022)
• Comment Concerning Use of Electronic Signatures and Third-Party Opinion letters 75 Bus. Law. 2253 (2020)
• Third-Party Closing Opinions: Limited Partnerships, 73 Bus. Law. 1107 (2018); and Addendum, 77 Bus. Law. 230 (2021/2022)
• Supplemental Report: Opinions on Chosen-Law Provisions Under the Restatement of Conflict of Laws, 68 Bus. Law. 1161 (2013)
• Special Report of the TriBar Opinion Committee--Opinions on Secondary Sales of Securities, 66 Bus. Law.  625 (2011)
• Special Report of the TriBar Opinion Committee: Duly Authorized Opinions on Preferred Stock, 63 Bus. Law.  921 (2008)
• The Remedies Opinion – Deciding When to Include Exceptions and Assumptions, 59 Bus. Law. 1483 (2004)
• UCC Security Interest Opinions – Revised Article 9 Report, 58 Bus. Law. 1449 (2003)
• Third-Party "Closing" Opinions, 53 Bus. Law. 592 (1998)

Cross Border Opinions

• Memorandum from ABA/IBA Joint Task Force on Cross-Border Opinion Practice (Exposure Draft September 2023)
• Good Practice Principles for Cross-Border Closing Opinion
• Cross-Border Closing Opinions of U.S. Counsel, 71 Bus. Law. 139 (2015/2016)
• City of London Law Society, A Guide to the questions to be addressed when providing opinion letters on English law in financial transactions

State and Other Opinion Reports

Over the years, various state and local bar organizations have issued reports on legal opinions. Below are links to certain recent reports, as a research aid to those engaged in opinion practice. In establishing these links, the Legal Opinions Committee does not represent that these are all reports that exist, is not undertaking to update these links as reports are modified or re-issued, and does not necessarily endorse the content of these reports.

• Arizona
  • Arizona Model Legal Opinion, (October 20, 2004)
• Boston
  • See A Streamlined Form of Closing Opinion (2019 Update), 74 Bus. Law. 1065 (2019), under Multi-Bar Group Reports
    
• California
  • Sample California Third-Party Legal Opinion Letter for Personal Property Secured Financing Transactions, 70 Bus. Law. 1831 (2020)
  • Report on Legal Opinions Concerning California Partnerships and Limited Liability Companies (December, 2016)
  • Sample California Third-Party Legal Opinion for Venture Capital Financing Transactions, 70 Bus. Law. 177 (2014/2015)
  • California Sample Third-Party Legal Opinion for Business Transactions (2014)
    • Sample Opinion With Footnotes
    • Sample Opinion Without Footnotes
  • Report of the Opinions Committee of the Business Law Section of the State Bar of California on Selected Legal Opinion Issues in Venture Capital Financing Transactions (November 2009)
  • The Corporations Committee of the Business Law Section of the State Bar of California Legal Opinions in Business Transactions (Excluding the Remedies Opinion) 2005 Report (October 2007 Printing - as revised)
  • State Bar of California Business Law Section Report on Third-Party Remedies Opinions 2007 Update
  • Report of the Uniform Commercial Code Committee of the Business Law Section of the State Bar of California on Legal Opinions in Personal Property Secured Transactions (June 2005)
• Florida
  • First Supplement to Florida Report (July 24, 2021)
  • Report on Third-Party Legal Opinion Customary Practice in Florida by the Legal Opinion Standards Committee of the Florida Bar Business Law Section and the Legal Opinions Committee of the Real Property, Probate and Trust Law Section of the Florida Bar (December 3, 2011)
• City of London Law Society
  • A Guide to the questions to be addressed when providing opinion letters on English law in financial transactions
• Maryland
  • 2009 Revised Report on Lawyers’ Opinions in Business Transactions 
• Michigan
  • Report of the Michigan Ad Hoc Committee on Legal Opinions of the State Bar of Michigan Business Law Section (September 15, 2010)
• National Association of Bond Lawyers
  • The 501(c)(3) Opinion in Qualified 501(c)(3) Bond Transactions       
• National Venture Capital Association
  • NVCA Form of Legal Opinion
• New York
  • Special Report on the Preparation of Substantive Consolidation Opinions Committee on Structured Finance and the Committee on Bankruptcy and Corporate Reorganization of The Association of the Bar of the City of New York, 64 Bus. Law. 411 (2009)
• North Carolina
  • Supplement to Report of the Legal Opinion Committee of the Business Law Section of the North Carolina Bar Association: Third-Party Legal Opinions in Business Transactions, Second Edition (February 2009)
  • Report of the Legal Opinion Committee of the Business Law Section of the North Carolina Bar Association: Third-Party Legal Opinions in Business Transactions, Second Edition (March 30, 2004)
• Pennsylvania
  • Pennsylvania Third-Party Legal Opinion Report of the Legal Opinion Committee of the Business Law Section of the Pennsylvania Bar Association
  • Model Closing Opinion Letter (Annotated)
• South Carolina
  • The South Carolina Third Party Legal Opinion Report by the Legal Opinion Ad Hoc Committee of the Corporate, Banking and Securities Law Section of the South Carolina Bar
• Tennessee
  • Tennessee Bar Association Report on Third Party Closing Opinions by the Tennessee Bar Association Joint Opinion Committee of the Sections of Real Estate Law and Business Law
• Texas
  • Report of the Legal Opinions Committee of the State Bar of Texas Regarding Legal Opinions in Business Transactions
    
    • Supplement 1: Addressing Certain Texas Usury Law Issues
    • Supplement 2
    • Supplement 3 : Statement on Legal Opinions Regarding Indemnification and Exculpation Provisions Under Texas Law
    • Supplement 4: Statement on ABA Principles and Guidelines
    • Supplement 5: 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 6: Statement on Changes to the Procedure for Good Standing Certificates Issued by the Texas Comptroller of Public Accounts
• Virginia
  • Virginia Report on Third-Party Legal Opinions in Business Transactions
• Washington
  • Amended and Restated Report on Third-Party Legal Opinion Practice in the State of Washington

Other Publications and Articles of Interest

• Dealing with a Third-Party Closing Opinion Claim (2023)
• Closing Opinions for Business Trusts (2023)
• Securities Act Legend Removal Requests in PIPE Transactions (2023)
• Opinions on Margin Regulations, Business Law Today (2022)
• SPACs and Legend Removal Opinions, Business Law Today (2022)
• Laws Commonly Excluded from the Coverage of Third-Party Legal Opinions in U.S. Commercial Loan Transactions, 76 Bus. Law. 889 (2021)
• Legal Opinions in Business Transactions, Fourth Edition
• Uniform Commercial Code Opinions in Real Estate Finance Transactions, 53 Real Property Trust & Estate Law Journal, 163 (Fall 2018/Winter 2019)
• Local Counsel Opinion Letters in Real Estate Finance Transactions
  A Supplement to the Real Estate Finance Opinion Report of 2012
• Real Estate Finance Opinion Report of 2012 by the ABA Section of Real Property, Trust and Estate Law Committee on Legal Opinions in Real Estate Transactions, the American College of Real Estate Lawyers Attorneys' Opinions Committee, and the American College of Mortgage Attorneys Opinions Committee
• Common Qualifications to a Remedies Opinion in U.S. Commercial Loan Transactions, 70 Bus. Law. 121 (2014/2015)
• Legal Opinions—Who May Rely?, 69 Bus. Law. 957 (2014)
• The Collected ABA and Tribar Opinion Reports 2009
  
• Cost-Benefit Analysis and Third-Party Opinion Practice, 63 Bus. Law. 1187 (2008)
• The Legal Opinion Risk Seminar Papers, 62 Bus. Law. 397 (2007)
• Ethics Issues in Opinion Practice, 62 Bus. Law. 417 (2007)

ABA Audit Responses Materials

• Report on Audit Response Timing Issues, 77 Bus. Law. 183 (2021/2022)
• The ABA Statement on Audit Responses: A Framework that Has Stood the Test of Time, 75 Bus. Law. 2085 (2020)
• Statement on Updates to Audit Response Letters, 70 Bus. Law. 489 (2015)
• Statement on Effect of FIN 48 on Audit Response Letters, ABA Business Law Section Subcommittee on Audit Responses 64 Bus. Law. 389 (2009)
• Statement of Policy Regarding Lawyers' Responses to Auditors' Requests for Information, 31 Bus. Law. 1709 (1976)
  [For information on purchasing the “Auditor’s Letter Handbook”, which includes the Statement and other relevant material, click here.]

Archived Reports

• Supplemental TriBar LLC Opinion Report: Opinions on LLC Membership Interests, 66 Bus. Law. 1065 (2011)
• No Registration Opinions, 63 Bus. Law. 187 (2007)
• Third-Party Closing Opinions: Limited Liability Companies, 61 Bus. Law. 679 (2006)
• Legal Opinions in SEC Filings, 59 Bus. Law. 1505 (2004)
• Negative Assurance in Securities Offerings, 59 Bus. Law. 1513 (2004)
• Legal Opinion Principles, 53 Bus. Law. 831 (1998) (Superseded by Statement of Opinion Practices and related Core Opinion Principles)
• Use of the ABA Legal Opinion Accord in Specialized Financing Transactions, 47 Bus. Law. 1720 (1992)
• Third-Party Legal Opinion Report, Including the Legal Opinion Accord, 47 Bus. Law. 167 (1991)
• TriBar Opinion Committee, Legal Opinions to Third Parties: An Easier Path, 34 Bus. Law. 1891 (1979); First Addendum, 36 Bus. Law. 429 (1981); and Second Addendum, 44 Bus. Law. 563 (1989)