A Streamlined Form of Closing Opinion Based on the ABA Legal Opinion Principles

摘要

At the closing of many business transactions, counsel for the company delivers to the party on the other side—the investor, lender or acquirer—a letter, commonly referred to as a "closing opinion," in which counsel provides the recipient its legal opinion on various matters the recipient has asked it to address. Although closing opinions have played a role in business transactions for more than a century, the development of a body of learning on the meaning of opinions and the work required to support them has been a recent phenomenon. In 1973, a New York lawyer, James J. Fuld, published an article in The Business Lawyer in which he raised and sought to answer questions that lawyers giving opinions had long puzzled over but that previously had not been reduced to writing. The Fuld article led to the creation of the TriBar Opinion Committee, a joint effort of three New York bar associations, and the issuance by that Committee in 1979 of a grpund breaking report on closing opinions. The TriBar Committee's report struck a responsive chord with lawyers across the country and gained widespread acceptance. That acceptance, however, did not encompass every position taken by the TriBar Committee, and in the ensuing decade bar groups in other states, including Arizona, California, Florida and Michigan, weighed in with their own reports. The California Bar Business Law Section, in particular, took exception to the TriBar Committee's approach to the remedies (or enforceability) opinion, which treated the opinion as covering the enforceability of each and every provision of the agreement into which the parties to the transaction were entering.