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.

Resources and Program Materials

Legal Opinion Resource Center


Spring Meeting:

  • Should Lawyers Give Opinions Under the New Risk Retention Rules? -- Materials | Audio Recording
  • The Cross Border Opinion Report: Will it Help Promote Greater Understanding Among Opinion Givers and Recipients? -- Materials | Audio Recording


Annual Meeting:

  • Impact of Financial Markets Developments on Opinion Practice; Current Issues and Approaches -- Materials
  • Third Party Opinion Letter Practice and Pitfalls: Security Interest and Perfection, True Sale and Non-Consolidation Opinions -- Materials

Spring Meeting:

  • In-House Counsel: What Should They Tell Auditors and How? -- Materials | Audio Recording
  • Recent Developments For Opinions in Venture Finance: the California Venture Capital Sample Opinion and Recent Changes in Private Offering Rules -- Materials | Audio Recording


Fall Meeting:

  • Have You Said What You Mean, and Who Decides What You Said: Who Can Exercise Jurisdiction Over Opinion Givers, and What Does That Mean for Opinion Interpretation And Opinion Liability? -- Materials | Audio Recording

Annual Meeting:

  • Why are Cross-Border Opinions Different: Introducing the Report on Cross-Border Opinions of US Counsel -- Materials | Audio Recording

Spring Meeting:


Fall Meeting:

  • On the Cutting Edge: Discussion of TriBar’s New Choice-of-Law Report and the Impact on Opinion Practice of the SEC’s New Regulation D Rules -- Materials | Audio Recording
  • True Sale Securitization Opinions -- Materials

Annual Meeting:

Spring Meeting:

  • Opinions on Key Procedural Provisions in Domestic and Cross-Border Transaction Agreements -- Materials | Audio Recording


Spring Meeting:

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



Santucci, Ettore

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Upcoming Committee Meetings, Programs and Events

Section Events

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    Representing Minority Members in the Negotiation of LLC Agreements


    This panel of experts will evaluate what leverage a minority member might have in a variety of situations, and review and discuss those provisions of a limited liability company operating agreement that impact minority

    2018 Corporate Laws Committee June Meeting

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Modified by Graham Hunt on May 22, 2018

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