Opinion Letters

Experienced opinion counsel can save time and money

We have participated in hundreds of transactions as opinion counsel for our clients, from defeasances and acquisitions, to mezzanine and other bridge loans. Various finance transactions require attorney opinion letters. These opinions may cover specific provisions in agreements, speak to the organizational standing of a relevant entity, or speak to an aspect of the law that relates to the transaction.

A sloppy opinion draft can delay a deal, increase your costs, and exacerbate due diligence timing. We work with all parties, including counsel for counterparties and local counsel for our clients, to identify the required opinion terms, the necessary documents, and delivering the finished product on schedule. Having counsel that appreciates the complexities of a given transactions, issues comprehensive opinions, and delivers on time can be critical to success in achieving closing.

Opinions we regularly issue include:

Organization & Authorization

This opinion confirms that the entity in question is duly organized and validly existing under the laws of its state of formation, for entities based in New Jersey, New York, and Delaware. It also verifies that the entity has the necessary corporate power and authority to execute, deliver, and perform its obligations under the relevant agreements.

New York Enforceability

Ensures that the agreements and obligations outlined in the contracts are legally enforceable under New York law, which governs many commercial agreements. It provides assurance to parties that the terms of the agreements will be upheld by the relevant courts applying the State's law.

Substantive Non-Consolidation

Also known as a "bankruptcy opinion," it addresses the risk that a borrower's assets could be consolidated with those of its parent or affiliates in bankruptcy. It provides assurance to lenders that the borrower's assets will remain separate and protected from the bankruptcy proceedings of related entities.