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3 Int'l Bus. Law. 15 (1975)
Foreign Legal Opinions in American Business Transactions

handle is hein.journals/ibl3 and id is 25 raw text is: International Business Lawyer 1975, Vol. 3(i) Printed in Great Britain Foreign Legal Opinions in American Business Transactions* By James J. Fuld, Attorney, New York Today, in important American business transactions such as sales of businesses, mergers, bank loans or sales of securities, legal opinions are almost always required as a condition precedent to the closing of the transaction. Many American clients and lawyers believe that, next to operative instruments, the legal opinions are the most important papers delivered at the closing. Legal opinions are apparently requested much more frequently in American transactions than in foreign transactions. An American purchaser of a business is not satisfied with the warranties of the seller as to legal matters, such as due incorporation of a corporation, legal validity of certain contracts, etc. The American purchaser wants to receive assurance on a legal matter from someone who is qualified to give such assurance, namely, a lawyer. Thus, if the legal matter is important and relates to something in a country other than the United States, it is likely that counsel to the American purchaser will request, and likely require, an opinion of a lawyer regarding the important foreign legal matter. Obviously, an American lawyer will not give an opinion on the law of a foreign country. This article is therefore addressed to lawyers in other countries who are requested to furnish such opinions to American counsel The term legal opinion as used in this article means a written opinion delivered by a lawyer to his own client to enable the client to decide whether to take certain action, or at the request of his client delivered to another party to the transaction as a condition precedent to the closing of that transaction, or at the request of his client delivered to a government agency or other third party. The term also includes an opinion requested by a client and intended to be referred to in a prospectus or in an annual financial report. INTRODUCTORY THE PRINCIPAL PURPOSES OF OPINIONS Legal opinions in the American business area seem to serve two main purposes. * Portions of this article previously appeared in a comprehensive article written by the author, Legal Opinions in Business Transactions, The Business Lawyer, April 1973, p. 915. The Business Lawyer has kindly consented to the reproduction of these portions in this article.

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