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.
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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