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.
||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
|ABA Section Fall Meeting |
November 22, 2013
- November 23, 2013
Committee Meeting: Friday, November 22, 2013, 9:30 a.m. – 11:00 a.m., Washington Room, Ballroom Level.
Dial-in (U.S. and Canada): 866.646.6488
Committee Program: “True Sale Securitization Opinions” (jointly sponsored with the Law & Accounting and Securitization & Structured Finance Committees), Friday, November 22, 2013, 8:00 a.m. – 9:30 a.m., Salon I, Ballroom Level.
Committee Program: “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”, Friday, November 22, 2013, 3:30 p.m. – 5:00 p.m., Salon II, Ballroom Level.
Committee Reception: Friday, November 22, 2013, 5:00 p.m. – 6:30 p.m., Salon IIIB, Ballroom Level, Sponsored by Goodwin Proctor LLP.
- Fall 2013, Volume 13, Number 1
- Summer 2013, Volume 12, Number 4
- Spring 2013, Volume 12, Number 3
- Winter 2012, Volume 12, Number 2
- Fall 2012, Volume 12, Number 1
- Summer 2012, Volume 11, Number 4
- Spring 2012, Volume 11, Number 3
- Winter 2011, Volume 11, Number 2
- Fall 2011, Volume 11, Number 1
- Summer 2011, Volume 10, Number 4
- Spring 2011, Volume 10, Number 3
- Winter 2010, Volume 10, Number 2
- Fall 2010, Volume 10, Number 1
- July 2010, Volume 9, Number 4
- April 2010, Volume 9, Number 3
- January 2010, Volume 9, Number 2
Complete Newsletter Archive
| Sub Committees|
|2013 Annual Meeting Committee Meeting Summary (August 11, 2013 - San Francisco, CA)
|2013 Spring Meeting Committee Meeting Summary (April 5, 2013 - Washington,D.C.)
|2012 Fall Meeting Committee Meeting Summary (November 16, 2012 - Washington, D.C.)
|2012 Annual Meeting Committee Meeting Summary (August 5, 2012 - Chicago, IL)
|2011 Spring Meeting Committee Meeting Summary (April 15, 2011 - Boston, MA)
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