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1989 Colum. Bus. L. Rev. 283 (1989)
The Duties and Liabilities of Attorneys in Rendering Legal Opinions

handle is hein.journals/colb1989 and id is 291 raw text is: THE DUTIES AND LIABILITIES OF ATTORNEYS IN RENDERING LEGAL OPINIONS RICHARD R. HOWEt INTRODUCTION Attorneys in the United States have established themselves as central advisers to the participants in planning and executing busi- ness transactions, and their advice is often followed both by their clients and by the other participants in the transaction. An attorney is expected to be a zealous advocate for his or her client's best inter- ests and to endeavor to obtain every legitimate advantage that his or her client is entitled to in the negotiation and implementation of a transaction. Consequently, when a legal opinion is given by an attor- ney to a third party - i.e., the other side of the transaction - it is narrowly crafted to contain only the minimum assurances necessary to induce the third party to proceed. In order to appreciate the stan- dards which have been developed to measure the duties and liabili- ties of attorneys associated with legal opinions in business transac- tions, it is useful to begin with an overview of the role of attorneys and legal opinions. This article focuses upon the attorney's duties and liabilities as the giver of a legal opinion, and it explores the ten- sion between his or her role as advocate, negotiator, and imple- menter on the one hand, and as opinion giver on the other. I. THE VARIETY OF OPINION LETTERS There are a number of rather common, recurring situations in cor- t Partner of Sullivan & Cromwell; Admitted to the bar, 1968, New York; B.A., 1964, Yale; J.D., 1967, Harvard. Chairman, Committee on Securities Regulation, 1982-1986, and Member of Executive Committee, 1982-, Section of Banking, Corpora- tion and Business Law, New York State Bar Association; Director, 1982-, and Chair- man, Committee on Corporation Law, 1983-, New York County Lawyers' Association. Mr. Howe is a member of the TriBar Committee on Legal Opinion Letters in Com- merical Transactions.

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