The purpose of this site is to provide easy access to reports and other materials useful in opinion practice,
without charge, for non-commercial use.
The ABA Section of Business Law Legal Opinions Committee and the TriBar Opinion Committee have issued influential reports that have shaped opinion practice for over two decades. In recent years the Federal Securities Law Subcommittee of the Section's Committee on Federal Regulation of Securities has begun issuing authoritative reports, and other Section committees may issue reports in the future of interest to the practice. Law firms and law departments are encouraged to link their internal websites permanently to this resource.
The ABA Section of Business Law Legal Opinions Committee and the TriBar Opinion Committee have issued influential reports that have shaped opinion practice for over two decades. In recent years the Federal Securities Law Subcommittee of the Section's Committee on Federal Regulation of Securities has begun issuing authoritative reports, and other Section committees may issue reports in the future of interest to the practice. Law firms and law departments are encouraged to link their internal websites permanently to this resource.
Reports of the Section of Business Law
- Legal Opinion Principles, 53 The Business Lawyer 831 (1998)
- Guidelines for the Preparation of Closing Opinions (including Legal Opinion Principles), 57 The Business Lawyer 875 (2002)
- Closing Opinions of Inside Counsel, 58 The Business Lawyer 1127 (2003)
- Negative Assurance in Securities Offerings, 59 The Business Lawyer 1513 (2004)
- Legal Opinions in SEC Filings, 59 The Business Lawyer 1505 (2004)
- Law Office Opinion Practices, 60 The Business Lawyer 327 (2004)
- No Registration Opinions, 63 The Business Lawyer 187 (2007)
Reports of the TriBar Opinion Committee
- Third-Party "Closing" Opinions, 53 Bus. Law. 592 (1998)
- UCC Security Interest Opinions – Revised Article 9 Report, 58 Bus. Law. 1449 (2003)
- The Remedies Opinion – Deciding When to Include Exceptions and Assumptions, 59 Bus. Law 1483 (2004)
- Third-Party Closing Opinions: Limited Liability Companies, 61 Bus. Law. 679 (2006)
- Special Report of the TriBar Opinion Committee: Duly Authorized Opinions on Preferred Stock, 63 Bus. Law. 921 (2008)
Other ABA Publications and Articles of Interest
- The Collected ABA and Tri-Bar Committee Opinion Reports
- Annual Survey of the Law on Legal Opinions, 60 The Business Lawyer, 1057 (2005)
- No-Litigation Opinions Can Be Risky Business, 14 Business Law Today, 6 (2005)
- Ethics Issues in Opinion Practice, 62 The Business Lawyer, 417 (2007)
- The Legal Opinion Risk Seminar Papers, 62 The Business Lawyer, 397 (2007)
- Courting the Suicide King, 17 Business Law Today, 4 (2008)
Meetings, CLE and Other Useful Information
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Legal Opinions Committee Forum and Committee Meeting on August 10, 2008
Committee Forum. Our Committee will sponsor a committee forum on Outbound Cross-Border Legal Opinions at the ABA Annual Meeting, from 8:00 a.m. to 10:00 a.m. on August 10, 2008. Panelists will be Truman Bidwell, Sylvia Chin, Don Glazer, Noel Para, John Power (Chair), and Jim Rosenhauer. The forum will be in the Juilliard and Uris Rooms, Conference Level, Grand Hyatt New York, near Grand Central Station in New York City. The panel will discuss a report now in preparation by the Legal Opinions Committee on opinions given by U.S. counsel to non-U.S. recipients, and will seek input from the audience on matters covered by the report. Click here to see an outline of the report to be discussed.
Committee Meeting. Our Committee will meet on the same day from 10:30 a.m. to 11:30 a.m. in the Regency Room, Mezzanine Level, of the Grand Hyatt New York. We will cover several important items, including (1) discussion by Dick Howe of the Securities Law Subcommittee report on no registration opinions, (2) a summary by Don Glazer of the recent National Century case, (3) discussion of a proposed Committee update of the its 2002-2004 survey of office practices, and (4) discussion of use of the Committee's list serve led by Jeff Rubin. Click here to see a draft agenda for the meeting. We expect to be able to provide conference call capability for this meeting, and will circulate dial-in information in advance via the listserv.
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"Crossing the Threshold: Why Ask for an Opinion at All?"
Program presented by the ABA Section of Business Law Legal Opinions Committee, Annual Meeting, San Francisco, CA (August 12, 2007) - Legal Opinion Risk Seminar Breakout Descriptions (October 30, 2007)
State and Local Bar Reports
Over the years, various state and local bar organizations have issued reports on legal opinions. Below is a link to a list of certain recent reports, as a research aid to those engaged in opinion practice.
