Model Closing Opinion Letter (Annotated) - American Bar Association

Basis for Opinion; Qualifications, Limitations, etc.
Company, and (ii) Section ___ of the Credit Agreement insofar as
it provides that any Bank purchasing a participation from another
Bank pursuant thereto may exercise set-off or similar rights with
respect to such participation.
3. Exclusion of Certain Laws from Opinions
(E)(3) Our opinions above are subject to the proviso that no
opinion is given as to the application of any antitrust or securities
laws.
Note: While formerly the exclusion as to securities laws was
thought to be advisable with respect to Opinion paragraphs 5 and
7, custom and practice have evolved to the point where it is no
longer necessary: see Op. 4, note 3(c), p. 72, above; Op. 5, note (b),
p. 83, above; and Op. 7, note (d), p. 86, above. As to antitrust laws
on a merger, see note 3(i) to Op. 4, footnote 16, p. 75, above.
4. Other Assumptions and Qualifications
(E)(4) [Set forth additional assumptions and qualifications
that may be appropriate, depending on the particular transaction
and who the Opinion Recipient is.]
Note: No implication should be drawn from the absence from the
Model Opinion Letter of other assumptions and qualifications that
may be appropriate in the circumstances.
F. Definition of “Fraudulent Transfer Laws”
(F) As used in Opinion Paragraph 4, the term “fraudulent
transfer laws” is understood to include laws relating to restrictions
on the ability of a corporation to declare or pay dividends,
reacquire shares of its own stock, or make other distributions on
or with respect to its capital stock (such as § 1551 of the Pennsylvania
Business Corporation Law), as well as the Pennsylvania
Fraudulent Transfer Act and similar laws.
Note: See “The Bankruptcy and Insolvency Exception” in the note
to Opinion 4, page 80, above.
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