The purpose of this site is to provide easy access to reports and other materials useful in opinion practice,
without charge, for non-commercial use.
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 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.
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 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.
Reports of the ABA Business Law Section
- Report of the ABA Business Law Section Task Force on
Delivery of Document Review Reports to Third Parties
- 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)
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Negative Assurance in Securities Offerings (2008 Revision) , 64 The Business Lawyer 395 (2009),
Business Law Section, Securities Law Opinions Subcomittee, Federal Regulation of Securities Committee
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Statement on Effect of FIN 48 on Audit Response Letters , ABA Business Law Section Subcommittee on Audit Responses (October 16, 2008)
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Statement on the Role of Customary Practice in the Preparation and Understanding of Third-Party Legal Opinions , 63 The Business Lawyer 1277 (2008)
- No Registration Opinions , 63 The Business Lawyer 187 (2007)
- Law Office Opinion Practices , 60 The Business Lawyer 327 (2004)
- Legal Opinions in SEC Filings , 59 The Business Lawyer 1505 (2004)
- Negative Assurance in Securities Offerings , 59 The Business Lawyer 1513 (2004)
- Closing Opinions of Inside Counsel , 58 The Business Lawyer 1127 (2003)
- Guidelines for the Preparation of Closing Opinions (including Legal Opinion Principles) , 57 The Business Lawyer 875 (2002)
- Legal Opinion Principles , 53 The Business Lawyer 831 (1998)
TriBar Opinion Committee Reports
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Supplemental TriBar LLC Opinion Report: Opinions on LLC Membership Interests , 66 The Business Lawyer 1065 (2011)
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Special Report of the TriBar Opinion Committee--Opinions on Secondary Sales of Securities , 66 The Business Lawyer 625 (2011)
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Special Report of the TriBar Opinion Committee: Duly Authorized Opinions on Preferred Stock , 63 The Business Lawyer 921 (2008)
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Third-Party Closing Opinions: Limited Liability Companies , 61 The Business Lawyer 679 (2006)
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The Remedies Opinion – Deciding When to Include Exceptions and Assumptions , 59 The Business Lawyer 1483 (2004)
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UCC Security Interest Opinions – Revised Article 9 Report , 58 The Business Lawyer 1449 (2003)
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Third-Party "Closing" Opinions , 53 The Business Lawyer 592 (1998)
Other ABA Publications and Articles of Interest
- The Collected ABA and Tribar Opinion Reports 2009
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Cost-Benefit Analysis and Third-Party Opinion Practice , 63 The Business Lawyer, 1187 (August 2008)
- Courting the Suicide King, 17 Business Law Today, 4 (2008)
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The Legal Opinion Risk Seminar Papers 62 The Business Lawyer, 397 (2007)
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Ethics Issues in Opinion Practice 62 The Business Lawyer, 417 (2007)
- No-Litigation Opinions Can Be Risky Business, 14 Business Law Today, 6 (2005)
- Annual Survey of the Law on Legal Opinions, 60 The Business Lawyer, 1057 (2005)
Meetings and Other Materials
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Legal Opinion Committee Meeting Materials
Some materials may require membership in the
ABA Business Law Section [join]
and/or the
Legal Opinions Committee [join].
- Changes to New York Power of Attorney Law: New York Amends Power of Attorney Law Retroactively
Memo from Sullivan & Cromwell, August, 15 2010
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Why Are We Asked to Give These Opinions?
Materials |
Audio 
Program presented by the ABA Business Law Section Legal Opinions Committee, Annual Meeting, San Francisco, CA (August 8, 2010) -
Crossing the Threshold: Why Ask for an Opinion at All?
Materials |
Audio
Program presented by the ABA Business Law Section Legal Opinions Committee, Annual Meeting,
San Francisco, CA (August 12, 2007)
State and Other Bar 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.
- Boston
- Boston Bar Association Streamlined Form of Closing Opinion , 61 The Business Lawyer 389 (2005)
- Boston Bar Association Streamlined Form of Closing Opinion
- California
- California Sample Third-Party Legal Opinion for Business Transactions (2010)
- 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)
- Report on Legal Opinions Concerning California Limited Liability Companies (February 2000)
- Report on Legal Opinions Concerning California Partnerships (February 1998)
- Florida
- 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)
- Report on Third-Party Legal Opinion Customary Practice in Florida
- City of London Law Society
- Maryland
- Michigan
- 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 The Business Lawyer, 411 (2009)
- Special Report on the Preparation of Substantive Consolidation Opinions
- 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)
- 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)
- Pennsylvania
- 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
- Tennessee Bar Association Report on Third Party Closing Opinions
- Texas
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National Venture Capital Association Model Venture-Backed Preferred Stock Financing Legal Opinion by the National Venture Capital Association
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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
Opinions Filed in Registered Securities Offerings
- Securities and Exchange Commission Division of Corporation Finance Staff Legal Bulletin No. 19 (CF), Legality and Tax Opinions in Registered Offerings (October 14, 2011)
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Questions and Answers on the SEC's Opinion Guidance
Donald W. Glazer and Stanley Keller - New York State Bar Association Tax Section Report on Tax Opinions in Registered Offerings (April 4, 2012)
