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32 Bus. Law. 553 (1976-1977)
Legal Opinions to Third Parties in Corporate Transactions

handle is hein.journals/busl32 and id is 623 raw text is: Legal Opinions to Third Parties in Corporate Transactions By FRANK E. BABB, JAMES G. BARNES, PHILLIP GORDON and EVAN M. KJELLENBERG* THIS ARTICLE deals with how to give legal opinions for corporate clients to banks, buyers of businesses, underwriters and other third parties.1 It sets out appropriate and/or customary language to be used, the meaning of such opinions and the steps to be taken to support them. It reflects the general practice of using short-form opinion language in opinion letters and deals with the resulting need to articulate the unstated assumptions on which lawyers rely in the delivery and receipt of opinions which do not purport to disclose fully underlying investigative procedures, legal reasoning, bases for resolving doubtful questions of fact and law, etc. The propriety of giving such opinions and counsel's liability therefor are not considered, although the discussion that follows may have implications for these topics. I. OPINION LETTER RECITALS AND INTRODUCTORY MATTER Addressee of the Opinion Letter An opinion letter may be addressed to an identified third party or, less frequently, to the client with the authorization of Counsel (hereinafter de- fined) to deliver it to an identified third party. The client's consent to the delivery of the opinion letter should be obtained, after full disclosure of the legal consequences attaching to any express or implied waiver of the attorney- client privilege as to matters covered by the opinion letter. The client's exe- * Members of the Illinois Bar. This article results from a project undertaken by the authors and other members of the Corporation Law Committee of the Chicago Bar Association. The authors acknowledge the assistance and counsel of many members of the Committee 'and others, particularly Cordell J. Overgaard. However, the views expressed are those of the authors and do not reflect the official position of the Com- mittee or the Association. 1. Other articles on this subject include: Subcommittee on Opinion Writing of the Massachusetts Bar Association, Committee on Corporate, Banking and Business Law, Omnibus Opinion for Use in Loan Transactions, 61 Mass. L.Q. 109 (1976); 1 and 2 A. Cohen & S. Friedman, Legal Opinions and Accountant Certifications, Practicing Law Institute, Course Handbook Series 166, 167 (1973); Bermant, The Role of the Opinion of Counsel: A Tentative Reevaluation, Calif. State B. J. 132 (March-April 1974); Fuld, Legal Opinions in Business Transactions-An Attempt to Bring Some Order Out of Some Chaos, 28 Bus. Law. 915 (1973); Freeman, Opinion Letters and Professionalism, 1973 Duke L.J. 371 (1973); Small, An Attorney's Responsibilities Under Federal and State Securities Laws, 61 Calif. L. Rev. 1189 (1973).

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