a legal opinion is often one of the closing conditions for a venture financing of a us, particularly delaware-incorporated, company. a legal opinion is a formal letter from your company’s corporate counsel to the investors containing counsel’s conclusions about various legal matters relevant to the company and the transaction, based on counsel’s review of a defined body of documents and information. an opinion from company counsel is intended to give the investors additional comfort as to the legal matters covered by the opinion, but they are not a substitute for “due diligence” to be performed by the investors and their counsel. legal opinions are not given in every us venture capital financing, and they are much less common in the major non-us venture capital jurisdictions. even in transactions where they are given, the contents are negotiated between counsel to the investors and counsel to the company and vary somewhat from transaction to transaction. while the cost-benefit analysis varies from deal to deal, here are a few basic principles to keep in mind.
companies may not wish to incur costs on legal opinions, because those funds could otherwise be used to grow the business. another cost to the company is that of time – not just in the sense of lawyers’ hourly rates, but the fact that the drafting, diligence and (in some cases) negotiation associated with the legal opinion adds to the process of getting the deal closed. while the opinion is given for the investors’ sake, there can be benefits for the company as well. the opinion process can surface historical shortcomings in important corporate formalities that are in the company’s interest to address. © 2003-2022 cooley llp, cooley (uk) llp, and cooley sg llp. cooley® and the cooley llp® logo are registered u.s. service marks of cooley llp. we appreciate you taking the time to provide feedback on cooley go.
report regarding legal opinions in personal property secured transactions uniform commercial code committee of the business law section of the state bar of california, 44(3): 791–835 (may 1989) this report supplements the “business law report,” issued in 1982 by the business law section of the state bar of california, and is meant to be read in the context of that prior report. this is the fourth report of the tribar opinion committee on legal opinion subjects. this report continues in the tribar tradition of explaining theory and providing practical advice to opinion givers and counsel for opinion recipients on the preparation, meaning, and scope of opinion letters. mortgage loan opinion report association of the bar of the city of new york, committee on real property law, subcommittee on mortgage loan opinions and the new york state bar association, real property law section, attorney opinion letters committee, 54(1): 119–74 (nov. 1998) this report covers issues that typically arise in legal opinions rendered in connection with commercial mortgage transactions.
this report augments the analysis of the remedies opinion contained in that report. this article concludes that delaware courts should reconsider the application and effect of section 141(e) and allow directors, regardless of their interest in a challenged transaction, to assert section 141(e) as a defense to liability in duty of care and duty of loyalty cases if they reasonably relied in good faith on expert advice. four participants in the development of legal opinion practice describe that development in this article and predict what might be expected going forward. while customary practice for giving and receiving third-party opinions is well articulated, customary practice for giving advice to clients in the third-party opinion context has not been articulated.
also called an opinion letter. an opinion from lawyers issued in letter form expressing legal conclusions about and/or legal analysis of a transaction or a legal opinion is a formal letter from your company’s corporate counsel to the investors containing counsel’s conclusions about various legal matters relevant this article presents an extensive analysis of the opinion on a company’s status as a corporation. it recommends standard interpretations for, .
in law, a legal opinion is in certain jurisdictions a written explanation by a judge or group of judges that accompanies an order or ruling in a case, laying out the rationale and legal principles for the ruling. a legal opinion identifies legal risks and issues that the recipient should address as part of the transaction. for example, an opinion may a law firm should provide for the review of certain opinions prior to issuance. many law firms establish opinion review committees to consult with attorneys on ncua publish certain staff legal opinions and interpretive letters going back to 1991., .
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