Legal Opinions in Commercial Transactions, 4th Edition

Long regarded as the "bible" on third party legal opinions, this is a textbook written "by a practitioner for practitioners". Now in its fourth edition, this book contains updates in the law and in customary practice since its last publication date 9 years ago.

Canadian lawyers have relied on this authoritative book for guidance on giving and receiving commercial legal opinions. This book examines all aspects of commercial transaction opinions in a variety of contexts, including commercial loans, M&A transactions, securities offerings, secured financings, and cross-border transactions.

Because of the dearth of literature on opinions in Canada, this text relies heavily on, and quotes extensively from, U.S. commentaries, texts, bar association reports, and case law for guidance and as support for statements made in the text. It should therefore be a highly useful reference tool for American lawyers giving and receiving commercial transaction opinions.

Book Features

• Contains an extensive amount of sample opinion language; provides a useful starting point for lawyers drafting or reviewing opinions
• Helps busy lawyers quickly find a reference point for difficult opinion issues
• Gives an expert's view on what proper opinion practice is and isn't
• Discusses standard opinions and qualifications commonly found in most commercial transaction opinions
• Explores opinion issues specific to particular types of transactions and to specific types of business entities, including corporations, general partnerships, limited partnerships, and business trusts
• Gives readers guidance on what opinion requests are not acceptable and should not be given
• Legal opinions in both Canadian and American contexts

What’s New In This Edition

• A new chapter on true sale and substantive consolidation opinions in securitization and other structured financing transactions
• A revised and up-to-date discussion of recommended procedures to be followed for electronic signings and virtual closings
• An expanded discussion of the reliance limitation
• A completely re-written description of the pending litigation opinion
• A revised discussion of the practical realization assurance, reflecting its continuing evolution over the last decade
• The addition of several new sections regarding qualifications that were not discussed in previous editions, such as entire agreement clauses, indemnities, contractual set-off and statutes of limitation
• An expanded discussion of opinions in respect of limited partnerships, including new sections on valid issuance and valid admission opinions
• Extensive references to the ABA Cross-Border Opinions Report and its effect on the giving of various opinions in multijurisdictional transactions
• A completely re-written and much expanded section on the enforcement of foreign arbitral awards to reflect the growing importance of arbitration in international commercial transactions
• A much-improved discussion and additional opinion language in respect of security interests in securities and other investment property
• An extensive discussion of case law since the third edition was written concerning allegedly negligent opinions and flawed opinion practices, including the very recent Delaware Chancery Court decision in Bandera v. Boardwalk LP
• A discussion of the practice of non-Delaware lawyers giving opinions in respect of Delaware business entities, especially in light of Bandera v. Boardwalk LP

Who Should Read This Book

• Corporate and commercial lawyers – Comprehensive guide on giving and receiving legal opinions in commercial transactions
• Securities lawyers – Contains a revised chapter on securities law opinions, including opinions on underwriting agreements, private placements, and the adequacy of disclosure (the 10b-5 assurance)
• Banking and finance lawyers – Covers opinions with respect to secured financing transactions
• In-house counsel – Commentary on the role of in-house counsel in the opinion-giving process
• Law libraries and legal researchers – This is a leading reference source available on the law of legal opinions in commercial transactions, and provides a good launching point for research in this area