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.

• Committee Chair: Stanley Keller
• Committee Vice-Chairs: Timothy Hoxie and Ettore Santucci
• Committee Leadership
• Former Committee Chairs
• Committee Roster

Legal Opinion Newsletter

• 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

Newsletter Indexes

• Notes from the Listserve Index
• WGLO Summaries Index

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
  

2013

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

2012

• Spring Meeting -- Legal Opinions on Securities Offerings
  Materials | Audio Recording

2011

• Annual Meeting -- Current Legal Opinion Topics from Both Sides of the Border: Materials | Audio Recording
  Committee Meeting Materials: Opinions in the Context of Cross-Border M&A Transactions: What You Can Expect from Canadian Counsel
  
• Spring Meeting -- Ground Rules for Giving Outbound Cross Border Opinions:  Materials   |  Audio Recording

• Annual Meeting: Why Are We Asked to Give These Opinions?  -- Materials  |  Audio Recording
• Spring Meeting: Opinion Letters on Securities: Secondary Sales (UCC Article 8) and LLC Membership Interests -- Materials  |  Audio Recording

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Chair:  Stanley Keller

Vice-Chairs:  Timothy G Hoxie, Ettore A Santucci

Committee Roster (1498 total members)

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