Table Of Contents:

Introduction 1(54)

What is a Closing Opinion? 1(6)

What a Closing Opinion Says 7(2)

How a Closing Opinion Fits into the Transaction: Its Function and Purpose 9(10)

Closing Opinion as Part of the Recipient's Diligence 9(4)

Other Benefits of a Closing Opinion 13(6)

Exegesis: How to Interpret a Closing Opinion 19(7)

Deciding Which Opinions to Include: The Opinion Hierarchy 26(3)

Supporting a Closing Opinion; Liability 29(14)

Duty of Care; Role of Customary Practice 29(7)

Opinions by Outside Law Firms and Inside Counsel 36(3)

Liability 39(4)

Ethical Considerations 43(7)

Good Opinion Practice: Timeliness, Relevance, Golden Rule; Duty to Avoid Misleading Opinion Recipient 50(5)

The Opinion Framework 55(48)

Introduction 56(2)

Date 58(5)

Effect of the Date; Why It Is Usually the Closing Date 58(3)

Steps Lawyers Take to Ensure That a Closing Opinion Is Correct as of Its Date 61(2)

Addressees 63(9)

To Whom Should a Closing Opinion Be Addressed? 63(4)

Liability to Addressees and Others 67(5)

Why a Closing Opinion is Being Delivered 72(1)

References to Counsel and Its Participation in Transaction; Disclosure of Counsel's Financial Interes in Client 73(13)

Description of Counsel's Relationship with Client 73(1)

Identification as ``General Counsel'' or ``Special Counsel'' 74(2)

Description of Counsel's Participation in Transaction 76(2)

Client's Request that Counsel Give the Opinion: ``Bank of Kuwait Language'' 78(2)

Disclosure of Counsel's Financial Interests In and Other Relationships with Client 80(6)

Defining Important Terms 86(4)

Coverage Limitation 90(7)

Limiting Coverage to Law of Stated Jurisdictions: What the Coverage Limitation Says 90(3)

Efect of Coverage Limitation 93(2)

Coverage of Delaware Law 95(1)

Effect of Coverage Limitation on ``No Breach or Default'' and ``No Litigation'' Opinions 96(1)

The Operative Language: ``It Is Our Opinion...'' 97(2)

Who Should Sign and in What Name? 99(4)

Unqualified, Qualified and Reasoned Opinions 103(12)

Unqualified Opinions 103(4)

Qualified Opinions; Exceptions: When and Why 107(3)

Reasoned Opinions 110(5)

Establishing the Factual Basis for the Opinion 115(58)

Introduction 116(3)

Confirming Facts 119(30)

Sources of Information: Personal Knowledge, Information from Others, Representations in Agreement 119(4)

Describing Factual Investigation 123(6)

Reliance on Information Provided by Company Officers 129(1)

No Duty to Verify; When Is Reliance Proper? 129(5)

What Does a Lawyer ``Know'' For Reliance Purposes? 134(4)

Whose Knowledge Counts When Opinion Is Given Is Givent by a LAw Firm? 138(3)

Are Lawyers Responsible for Contrary Information in Their Client Flies? 141(1)

What Is an Appropriae Source? 141(2)

What Circurmstances Do Not Warrant Reliance? 143(2)

Preference for Written Rather Than Oral Information 145(1)

How Certificates Should Be Farmed and Signed 146(1)

Drafting Considerations 146(2)

Information Relied on May Not Be Tantamount to Legal Conclusion Being Expressed 148(1)

Assuming Facts 149(12)

Introduction 149(1)

When Factual Assumptions Are Appropriate 150(1)

Which Assumptions Are Implicit and Which Need to Be Stated 151(4)

Limitations on Ability to Rely on Factual Assumptions 155(2)

Presumption of Regularity 157(3)

Assumptions That Are Contrary to Fact 160(1)

``To Our Knowledge'' 161(12)

Responsivility of Principal Counsel for Opinions of Other Counsel 173(18)

Introduction 173(2)

Responsibility of Princi[pal Counsel When Principal Counsel Does Not Rely on Other Opinions (``unbundled opinions'') 175(3)

Responsibility of Principal Counsel When Principal Counsel Relies on Other Opinion (``jumbrella opinions'') 178(13)

General 178(4)

Unstated Reliance 182(3)

Stated Reliance without Concurrence; ``Satisfactory in Form and Scope''; Reliance ``Justiied'' 185(3)

Stated Reliance and Concurrence; ``Satisfactory in Form and Substance'' 188(3)

Opinion on Company's Status as a Corporation: Formation, Existence and Good Standing 191(30)

Introduction 192(1)

Opinion That Company Has Been ``Duly Incorporated'' 193(7)

What Opinion Means; Effect Organizational Defects 193(4)

Reliance on Certification of Corporate Status By Secretary of State 197(3)

Meaning Opinion That Company Has Been ``Duly Organized'' 200(3)

Meaning Opinion That Company Is ``Validly Existing as A Corporation'' 203(6)

Meaning Opinion That Company Is ``A Corporation Validly Existing...'' 209(1)

Meaning Opinion That Company Is in Good Standing 210(4)

Supporting the Corporate Status Opinion 214(5)

Handling Problems 219(2)

Opinions on Qualification to Do Business and Good Standing in Jurisdictions Other Than the State of Incorporation 221(12)

Opinion on Qualification to Do Business 221(10)

Why Opinion Is Requested: Adverse Consequences of Wrongful Failure to Comply 222(1)

Alternative Forms of Opinion 223(6)

Should Opinion Be Requested at All? 229(2)

Opinion on Good Standing 231(2)

Opinions on Corporate Power 233(16)

Introduction; Two Types of Opinions 233(3)

Scope of the Opinion 236(4)

Problem Areas 240(7)

General 240(4)

Guarantees 244(3)

Curing Defects 247(2)

The Enforceability Opinion 249(3)

A. Introduction 252(10)

General 252(10)

Significance, Wording and Purpose 252(7)

When Should an Enforceability Opinion Be Requested? 259(3)

B. ``Duly Authorized, Executed and Delivered'' 262(27)

Introduction 262(2)

Authorized 264(16)

Executed 280(8)

Delivered 288(1)

C. Valid, Binding and Enforceable 289(107)

Introduction 289(6)

Does the Opinion Cover Every Undertaking of the Company in the Agreement? 295(7)

Legal Issues Addressed by the Opinion 302(18)

Agreement Duly Authorized, Executed and Delivered by Company 302(1)

Formation of Contract 303(9)

Continued Effect of Company's Obligations 312(2)

Agreement Not Prohibited by Applicable Law or Contrary to Public Policy 314(6)

Receipt of Regulatory Approvals 320(1)

Equitable Principles Limitation 320(5)

The Bankruptcy Exception 325(10)

What Does the Bankruptcy Exception Exclude? 325(1)

Treatment of Specific Bankruptcy Issues; Dealing with Fraudulent Transfer Laws 326(5)

Drafting Considerations 331(4)

Generic Qualification and Practical Realization Opinions 335(4)

Choice of Law: The Interaction Between the Coverage Limitation and the Governing Law Clause 339(18)

Introduction 339(2)

When Law Covered by Opinion and Governing Law Are the Same 341(5)

When Law Covered by Opinion and Governing Law Are Different 346(11)

Matters Opinion Preparers are not Required to Address 357(12)

Law Excluded by Coverage Limitation and Customary Practice 358(1)

Comity 358(2)

Involvement in Illegal Scheme 360(1)

Misconduct in Formation of Contract 360(1)

Mutual Mistake of Fact 361(1)

Binding Effect of Agreement on Other Party 362(1)

Violation by Board of Fiduciary Duty 362(1)

Fairness to Company of Interested Transaction 362(1)

Regulatory Requirements Applicable to Opinion Recipient; Exception for Usury Laws; Coverage of Margin Rules Unclear 363(1)

Impracticability of Performance and Frustration of Purpose 364(1)

Lack of Good Faith and Fair Dealing; Effect of Immaterial Breaches and Defaults 365(1)

Specific Performance and Injunctive Relief 366(1)

Status of a Security Interest Under Uniform Commercial Code; Rights to Take Remedial Action Against the Company's Property 366(2)

Effect of Transaction on Other Contracts to Which the Company is a Party 368(1)

Provisions That Often Raise Questions 369(27)

General 369(11)

Indemnification Clauses in Underwriting Agreements and Other Agreements Relating to Sales of Securities 380(3)

Arbitration Clauses 383(4)

Forum Selection Clauses 387(3)

Acceleration Clauses in Loan Agreements 390(2)

Due-on-Demand Clauses 392(1)

Provisions Granting Secured Creditors Rights to Take and Sell Collateral 393(1)

Provisions Contemplating Future Changes in the Company's Obligation 394(1)

No Oral Modification Provisions 395(1)

D. Supporting the Opinion 396(13)

Work Required 396(7)

Handling Defects 403(4)

Opinion That Stock Is Duly Authorized, Validly Issued, Fully Paid and Nonassessable 407(2)

A. Introduction 409(6)

Purpose and Scope 409(3)

Coverage 412(3)

Opinion Only Addresses Corporation Law 412(1)

Opinion Assumes Compliance with Fiduciary Duties 412(2)

Opinion Does Not Address Breaches of or Defaults under Other Contracts 414(1)

B. Duly Authorized 415(20)

General 415(1)

Matters Covered 416(19)

Corporate Status of Issuer 416(1)

Compliance with Requirements of Applicable Corporation Statute and Company's Charter 417(4)

Approval by Stockholders and Directors 421(5)

Form of Charter Amendment, If Any, Creating Stock Satisfied Statutory Requirements 426(1)

Stock Adequately Described in Charter 427(3)

Sufficient Shares Authorized by Charter 430(1)

General 430(2)

Lost Stock Certificates 432(1)

Previous Invalid Issuances 433(1)

Reacquired Shares 433(2)

C. Validly Issued 435(16)

General 435(1)

Matters Covered 436(15)

Compliance with Requirements of Applicable Corporation Statute and Company's Charter 436(2)

Preemptive Rights 438(2)

Receipt of Consideration 440(1)

Approval by Directors or Stockholders 440(1)

General 440(5)

Blank Check Stock 445(2)

Compliance with Approving Resolutions 447(1)

Delivery of Stock Certificates or Equivalent Step 448(2)

Continued Corporate Existence; Shares Not Reacquired by Issuer and Restored to Authorized but Unissued Status 450(1)

D. Fully Paid and Nonassessable 451(12)

Statutory Definition of Fully Paid and Nonassessable Controls 451(1)

Meaning of Fully Paid When Not Defined by Statute 452(9)

Receipt of Permitted Consideration 453(1)

Receipt of Par Value 454(1)

General 454(1)

Consideration Other Than Cash 455(1)

Receipt of Consideration Required by Charter, Bylaws and Resolution Approving Issuance 456(1)

When Consideration is Payable After the Closing 456(1)

When Shares Are to Be Issued After the Closing 457(2)

Stock Splits and Stock Dividends 459(2)

Meaning of Opinion That Stock Is Nonassessable 461(2)

E. Related Opinions 463(9)

Outstanding Shares: Valid Issuance and Number 463(3)

Existence of Rights to Acquire Stock 466(1)

Treasury Stock 467(2)

Shares Committed to be Issued in Future; Reservation of Shares 469(2)

Opinion That Stock Certificates are in Proper Form or Due and Proper Form 471(1)

F. Preparing the Opinion 472(22)

Supporting the Opinion 472(4)

Handling Defects 476(3)

Opinions on Secondary Sales of Stock 479(14)

Introduction 479(3)

Appropriate Scope of a Secondary Sales Opinion; Suggested Language 482(4)

Matters Covered by Suggested Form of Opinion 486(3)

Indorsement and Delivery of Stock Certificate 486(1)

Payment for Shares 487(1)

Absence of Adverse Claims Noted on Stock Certificate 488(1)

Matters Not Covered by Suggested Form of Opinion 489(2)

Stock Certificate Genuine and Issued by Company 489(1)

Seller's Status as Registered Owner of Shares 490(1)

When Opinion Does Not Cover Law Governing Buyer's Acquisition of Rights in Shares 491(2)

Opinions on Security Interests in Personal Property 493(1)

A. Introduction 494(7)

Purpose, Scope and Wording 494(7)

B. Creation And Attachment 501(9)

General; ``Create'' Versus ``Attach'' 501(3)

Matters Covered 504(4)

Status of the Agreement 504(1)

Reasonable Identification of Collateral 505(1)

Value 506(1)

Agreement in Effect on Date of Opinion Letter 507(1)

Matters Not Covered 508(2)

Violations of Law Generally (Including Fair Labor Standards Act) 508(2)

Breaches of Other Contracts 510(1)

C. Perfection 510(10)

General 510(1)

Opinions on Perfection by Filing Financing Statements Under the Uniform Commercial Code 511(7)

An Illustrative Form of Opinion 512(2)

Matters Covered by Suggested Form of Opinion 514(1)

Form of Financing Statements and Description of Collatera; 514(1)

Authorization and Filing of Financing statements 515(2)

Effectiveness of Financing Statement 517(1)

``Blanket'' Perfection Opinion 518(2)

D. Prioriry 520(10)

General; Difficulties in Rendering Priority Opinions 520(7)

Drafting Considerations 527(1)

E. Coverage of the Law of Several Different States Statesa528

General 528(2)

F. The Opinion That Debt Instruments Are ``Entitled to the Benefits and Security of the Agreement'' of the Agreement'' 530

General 530(3)

No Violation of Law Opinions 533(22)

Introduction 534(1)

Opinions on the Transaction 534(18)

Purpose, Wording and Interpretation 534(2)

Limitations on the Opinion's Scope: What Is and Is Not Covered 536(1)

Effect of Coverage Limitation 536(2)

Violations by Parties Other than the Company 538(1)

Statues and Rules versus Common Law Doctrines 538(1)

Court and Acministrative Orders 539(1)

Laws That Proscribe Conduct 539(1)

Coverage Limited to Laws Lawyer Would Reasonably Recognize as Applicable 540(4)

Some Laws Not Covered Even When Clearly Applicable 544(3)

Definition of ``Law'' 547(1)

Published Rules and Regulations 548(1)

Postclosing Obligations; ``Consummation'' versus ``Performance''; Subsequent Changes in Law or Facts 548(4)

Opinions on the Company in Genera; 552(1)

Supporting the Opinion andCuring defects 553(2)

Opinions on Compliance with Court Orders 555(10)

Purpose and Wording 555(2)

Identifying Which Orders are Covered; Avoiding Orders to Which Company Is ``Otherwise Subject'' 557(3)

Private Orders, Warnings and Advice Not Covered 560(2)

Private Orders; Arbitrators' Decisions 560(1)

Warnings and Advice 561(1)

Consummation versus Performance 562(1)

Opinions on the Company in General 563(2)

Opinions on Governmental Approvals and Filings 565(12)

Wording; Relationship to Other Standard Opinions 565(2)

Coverage 567(4)

Delivery of Opinion Prior to Expiration of Appeals Period 571(1)

Matters Not Covered 571(1)

Informal Clearance 571(1)

Approval and FIling Obligations of Partes Other than the Company 572(1)

Coverage of Postclosing obligations; Consummation versus Performance 572(5)

``No Breach or Default'' and Related Opinions 577(36)

General 578(2)

Opinion That Transaction Does Not Violate theCompany's Charter and Bylaws 580(2)

Opinion That Transaction Does Not Result in a Breach of or Default under Other Contract 582(26)

Purpose and Scope 582(2)

``Breach or Default'' Preferred ove ``Confict With'' 584(3)

Limiting the contracts Covered 587(1)

Contracts Known to Counsel 588(4)

Contract Listed on Existing or Specially Prepaed Schedule 592(1)

Contracts to Which the Company Is ``Otherwise Subject'' 593(2)

Interpreting Contracts Governed By Law of Other States 595(2)

Does the Opinion Cover Covenants Whose Application Requires Financial Computations? 597(3)

Provisions Prohibiting Assignment of Contrct 600(2)

Performance of Postcosing Ovligations 602(5)

Handling Problems 607(1)

Opinion That Transaction Will Not Result in Liens on Company's Property 608(2)

Opinion on Compliance Generally with Charter and Bylaws and Other Contractual Obligations 610(3)

No Litigation Opinions 613(32)

General 613(10)

Purpose; Risks; Limitating the Opinion's Coverage 613(3)

Difference from Other Opinions and Advice Provided to Auditors; Who Should Give Opinion 616(3)

Drafting 619(3)

Disclosure of Client Confidences 622(1)

What Proceedings Are Covered? 623(17)

Nature of Proceedings 624(1)

Company Is a Defedant 625(1)

``Pending'' and ``Thereatened''; Written and Oral Threats 626(5)

Meaning of ``To Our Knowlege'' 631(6)

Materiality Limitations 637(3)

Supporting the Opinion; Is a Docket Search Required? 640(5)

Negative Assurance 645(26)

Introduction 645(4)

When Should Negative Assurance Be Given? 649(6)

To Whom Should Negative Assurance Be Given? 655(2)

Who Should Given Negative Assurance? 657(2)

Coverage 659(2)

Meaning of ``We Believe'' 661(3)

Drafting 664(3)

Invadvertent Negative Assurance 667(2)

The Future of Negative Assurance? 669(2)

Opinions on Limited Liability Companies 671

Introduction 671(3)

Status 674(6)

Power 680(5)

Duly Authorized, Executed and Delivered 685(7)

Other Opinions 692(2)

Delaware LLCs 694

Appendix One The American Law Institute, Restatement of the Law Governing Lawyers, Restatement of the Law Third 1(1)

Appendix Two Section of Business Law, American Bar Association, Third-Party Legal Opinion Report, In cluding the ABA Accord (1991) (also including the ABA Guidelines) 1(1)

Appendix Three Legal Opinion Principles; By the Committee on Legal Opinions of the American Bar Association Section of Business Law 1(1)

Appendix Four Guidelines for the Preparation of Closing Opinions: By the Committee on Legal Opinions ot the American Bar Association Section of Business Law 1(1)

Appendix Five Closing Opinions of Inside Counsel: By the Committee on Legal Opinions of the American Bar Association Section Business Law 1(1)

Appendix Six Negative Assurance in Securities Offerings: Special Report of Task Force on Securities Law Opinions of the American Bar Association Section of Vusiness Law 1(1)

Appendix Seven Legal Opinions in SEC Filings: Special Report of Task Force on Securities Law Opinions of the American Bar Association Section of Business law 1(1)

Appendix Eight Law Office Opinion Practices: By the Committee on Legal Opinions of the American Bar Association Section of Business Law 1(1)

Appendix Nine Third-Party ``Closing'' Opinions: A Report of the TriBar Opinion Committee 1(1)

Appendix Ten Special Report by the Tribar Opinion Committee: U.C. C. Security Interest Opinions---Tevised Article 9 1(1)

Appendix Eleven Tribar Opinion Committee, An Addendum for Protected Purchasers---U.C.C. Security Interest Opinions 1(1)

Appendix Twelve Special Reports the TriBar Opinion Committee: The Remedies Opinion---Deciding When to Include Exceptions and Assumptions 1(1)

Appendix Thirteen TriBar Opinion Committee, Third-Party Closing Opinions: Limited Liability Companies 1(1)

Appendix Fourteen Special Report by the TriBar Opinion Committee: Opinions in the Bankruptcy Context: Rating Agency, Structured Financing, and Chapter 11 Transactions 1(1)

Appendix Fifteen Special Report by the TriBar Opinion Committee: Use of the ABA Legal Opinion Accord in Specialized Financing Transactions 1(1)

Appendix Sixteen TriBar Opinion Committee, Legal Opinions to Third Parties: An Easier Path [Superceded by Appendix 9] 1(1)

Appendix Seventeen TriBar Opinion Committee, An Addendum--- Legal Opinions to Third Parties: An Easier Path [Superceded by Appendix 9] 1

Appendix Eighteen TriBar Opinion Committee, Second Addendum to Legal Opinions to Third Parties: An Easier Path [Superceded by Appendix 9] 1(1)

Appendix Nineteen Special Report by the TriBar Opinion Committee: The Remedies OPpinion [Superceded by Appendix 9 and 12 1(1)

Appendix Twenty Special Report by the TriBar Opinion Committee: U.C.C Security Interest Opinions [Superceded by Appendix 10] 1(1)

Appendix Twenty-One A Statement of TriBar Opinion Committee Regarding ABA Legal Opinion Principles 1(1)

Appendix Twenty-One B Statement of Legal opinions Committee of Boston Bar Association's Business Law Section 1(1)

Appendix Twenty-One C Statement of Corporation and Business Law Committee of the Chicago Bar Association 1(1)

Appendix Twenty-One D Iowa State Bar Association Business Law Section Council Statement on ABA Principles 1(1)

Appendix Twenty-One E ABA Legal Opinion Principles, Statement of the Council of the Pennsylvania Bar Association's Section on Corportion, Banking and Business Law 1(1)

Appendix Twenty-One F Statement of the Business Law Section of the State Bar of California 1(1)

Appendix Twenty-Two Corporations Committee of the Business Law Section of the State bar of California, 2005 Report onLigal Oopinions in business Transcations (Excluding The Remedies Opinion) (2007 Priniting as revised) 1(1)

Appendix Twenty-Three State Bar of California Business Law Section, Report on Third-Party Remedies Ooinions (2007 update) 1(1)

Appendix Twenty-Four Unform Commercial Code Committee of the Business Law Section of the State Bar of California, 2005 Report on Legal Opinions in Personal Property secured Transactions 1(1)

Appendix Twenty-Four A Uniform Commercial Code Committee of the Business Law Section of the state Bar of California, 1989 Report Regarding Legal Opinions in Personal Property Secured Trasactions [Superceded by Appendix 24] 1(1)

Appendix Twenty-Five Partnerships and Limited Liability Companies Committee of Business Law Section of the State Bar of California, Report on Legal Opinions Concerning California Limited Liability Companies 1(1)

Appendix Twenty-Six Business Law Section of the State Bar of California, Report on the Third-Party Legal Opinion Report of the ABA Section of Business Law (May 1992) 1(1)

Appendix Twenty-Seven 1989 Report of the Committee on Corporations of the Business Law Section of the State Bar of California Regarding Legal Opinions in Business Transactions [Superceded by Appendices 22 and 23] 1(1)

Appendix Twenty-Eight Report of the State Bar of Arizona Corporate, Banking, and Business Law Section Subcommittee on Rendering Legal Opinions in Business Transactions 1(1)

Appendix Twenty-Nine Boston Bar Association, Streamlined Form of Closing Opinion 1(1)

Appendix Thirty Securities Law Committee of Boston Bar Association Section of Business Law, Report on Securities Law Opinions in Exempt Offerings 1(1)

Appendix Thirty-One Florida Bar Opinion Committee Report on Standards for Opinions of Florida Counsel of the Special Committee on Opinion Standards of the Florida Bar Business Law Section 1(1)

Appendix Thirty-Two Special Committee on Secured Transaction Opinions of the Florida Bar Business Law Section, Report on Section VII---Opinions on Secured Transactions Under the Uniform Commercial Code 1(1)

Appendix Thirty-Three Legal Opinion Committee of the Corporate and Banking Law Section of the State Bar of Georgia, Report on Legal Opinions to Third Parties in Corporte Transactions 1(1)

Appendix Thirty-Four Special Joint Committee of the Section of Business Law and the Section of Real Property, Planning and Zoning of the Maryland State Bar Association, Inc., 2007 Report on Lawyers' Opinions in Business Transactions 1(1)

Appendix Thirty-Four A Special Joint Committee of the Maryland State Bar Association Inc. and the Bar Association of Baltimore City, Report of Special Joint Committee on Lawyers' Opinions in Commercial Transactions [Superceded by Appendix 34] 1(1)

Appendix Thirty-Five Subcommittee on Opinion Writing, Committee on Corporate, Banking, and Business Law, Massachusetts Bar Association, Omnibus Opinion for Use in Loan Transactions 1(1)

Appendix Thirty-Six Subcommittee on Opinion Writing, Committee on Corporate, Banking, and Business Law, Massachusetts Bar Association, Omnibus Opinion for use by Seller's Counsel in the Sale of a Closely-Held Business 1(1)

Appendix Thirty-Seven Ad Hoc Committee of the Business Law Section of the State Bar of Michigan, Report on Standardized Legal Opinions in Business Transactions 1(1)

Appendix Thirty-Eight Legal Opinion Committee of the Business Law Section of the North Carolina Bar Association, Report on Third-Party Legal Opinions in Business Transcations, Second Edition 1(1)

Appendix Thirty-Nine Legal Opinion Committee of the Business Law Section of the Pennsylvania Bar Association, Pennsylvania Third-Party Legal Opinion Report (2007 revision) 1(1)

Appendix Forty Business Law Section of the Pennsylvania Bar Association, Model Closing Opinion Letter (Annotated) (2007 revision) 1(1)

Appendix Forty-One Corporation, Banking and Business Law Section of the Pennsylvania Bar Association, Pennsylvania Third-Party Legal Opinion Supplement Supplementing the Third-Party Legal Opinion Report of the Section of Business Law of the American Bar Association 1(1)

Appendix Forty-Two State Bar of Texas, Business Law Section, Report of the Legal Opinions Committee Regarding Legal Opinions in Business Transactions 1(1)

Appendix Forty-Two A Texas Supplement No. 1 to the Report of the Legal Opinions Committee Regarding Legal Opinions in Business Transactions 1(1)

Appendix Forty-Two B Texas Supplement No.2 to the Report of the Legal Opinions Committee Regarding Legal Opinions in Business Transactions 1(1)

Appendix Forty-Two C Legal Opinions Committee of the Business Law Section of the State Bar of Texas, Statement on Legal Opinions Regarding Indemnification and Exculpation Provisions Under Texas Law 1(1)

Appendix Forty-Three Ad Hoc Committee of the Business Law Section, Washington State Bar Association, Report on Third-Party Legal Opinion Practice in the State of Washington 1(1)

Appendix Forty-Four Ad Hoc Committee on Third-Party Legal Opinions of the Business Law Section of the Washington State Bar Association, Supplemental Report on Third-Party Legal Opinion Practice in the State of Washington Covering Secured Lending Transactions 1(1)
Table of Cases 1(1)
Selected Bibliography 1(1)
Index 1