American Bar Association
Legal Opinions Committee

ABA Section of Business Law

Legal Opinions Committee

Mission Statement

The mission of the Legal Opinions Committee is to deal with legal opinion practice. We seek to foster national standards for legal opinions in business transactions through discussions, programs and reports on issues relevant to opinion practice.

Subcommittee and Committee Leadership

Subcommittees and Task Forces  (click [+] for listing)

 Sub Committees

Programs, Meetings & Events

Committee Events
Business Law Section Spring Meeting
April 10, 2014 - April 12, 2014
Los Angeles, CA
JW Marriott Los Angeles at L.A. Live and the Ritz-Carlton Los Angeles

Committee Meeting: Friday, April 12, 2014, 3:30 to 5:00 p.m., Diamond Ballroom (Salon 9 & 10, Fourth Level), JW Marriott Hotel.
Toll-free dial-in number (U.S. and Canada): (866) 646-6488
International dial-in number: (707) 287-9583
Conference code: 4122565797


Sites of Interest

Collection of Opinion Reports

The Collected ABA and Tribar Opinion Reports 2009
The meaning of legal opinion letters delivered to third parties in business transactions ("closing opinions") and the work lawyers are expected to do ... more

Cases of Interest

Cases of Interest

  • IRB-Brasil Resseguros, S.A. v. Inepar Investments, S.A., No. 191, N.Y. Sup. Ct. (2012) (New York Court of Appeal gives effect to a contractual choice of New York law under New York statute without reference to other New York choice of law rules even though contractual provision does not expressly exclude New York choice of law principles)

Cases Relating to Liability on Legal Opinions

  • Coastal Orthopedic Institute, C.P. v. Bongiorno, 807 N.E.2d 187 (Mass. App. Ct. 2004) (plaintiff failed to show that its former counsel failed to exercise reasonable care and skill in rendering an opinion that claims asserted by a terminated employee were "defendable").
  • Dean Foods Co. v. Pappathanasi, 2004 WL 3019442 (Mass. Super. Ct. Dec. 3, 2004) (opinion giver did not follow customary diligence in delivering no-litigation assurance to opinion recipient).
  • Highland Crusader Offshore Partners, L.P. v. Andrews & Kurth, L.L.P., 248 S.W. 3d 887 (Tex. Ct. App. 2008) (summary judgment granted for opinion giver; no-breach opinion on preferred stock with limited voting rights where certificate prohibited the issuance of non- voting stock was not wrong).
  • In  Re  National  Century  Financial  Enterprises, Inc.,  Investment Litigation,  2008  WL 1995216 (U.S. Dist. Ct., S.D. Ohio 2008) (no violation of law opinion did not extend to alleged  misrepresentations in violation of federal and state securities laws in offering circular; court  relies,  in part, upon opinion giver's incorporation by reference into its opinion of the Legal  Opinion Accord (1991) and the Accord's qualification of the no violation of law opinion as not extending to securities laws).
  • National Bank of Canada v. Hale & Dorr, LLP, 2004 WL 1049072 (Mass. Super. Ct. Apr. 28, 2004) (Superior Court's rulings on cross-motions for summary judgment addressing counsel's responsibility in giving negative assurance on pending litigation).
  • Reich Family Limited Partnership v. McDermott Will & Emery, No. 101 921/03, N.Y. Sup. Ct., 230 N.Y.L.J. 20 (2003) (opinion recipient survived motion to dismiss its complaint alleging  legal  malpractice,  breach  of  fiduciary  duty,  negligent  misrepresentation, and negligence against  opinion giver; trial court concludes, inter alia, that plaintiff stated a cognizable claim for  malpractice  as well as for negligent misrepresentation arising from opinion letter).
  • Wafra Leasing Corp. 1999-A-1 v. Prime Capital Corp, 2004 WL 1977572 (N.D. Ill. Aug. 31, 2004) (summary judgment granted to opinion giver on plaintiff's assertion of Rule 10b- 5 liability for allegedly false statement in opinion letter; no information had come to counsel's attention that would have given counsel actual knowledge or actual notice that any  documents,  including  a  private  placement  memorandum,  were  not  accurate  and complete).
  • Weiss v. SEC, 468 F.3d 849 (D.C. Cir. 2006) (Court of Appeals upholds SEC's findings of material misrepresentations by bond counsel for counsel's failure to conduct a reasonable investigation into the facts underlying his opinion).
  • Fortress Credit Corp. v Dechert LLP (November 29, 2011), 2011 NY Slip Op 08626


Program Materials


  • Annual Meeting -- Venture Capital Financing Opinions: A Comparison of the California Approach
    Materials | Audio Recording
  • Spring Meeting -- Opinions on Key Procedural Provisions in Domestic and Cross-Border Transaction Agreements
    Materials | Audio Recording





>> All Legal Opinions Materials and Audio Recordings



Chair:  Timothy G Hoxie

Vice-Chair:  Ettore A Santucci

Committee Roster (1477 total members)


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Modified by Graham Hunt on April 9, 2014

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