Model Closing Opinion Letter (Annotated) - American Bar Association

2 Model Closing Opinion Letter (Annotated)
to us as copies, the due authority of the parties executing such
documents (other than those executing on behalf of the Company),
and the legal capacity of natural persons.]
Note: The Legal Opinion Committee believes that this assumption
is unnecessary. See the note to paragraph (B)(4), items 1, 3,
and 4, p. 96, above.
E.7. Assumptions as to Other Parties
[(E)(7) In making our examination of documents which call
for execution by parties other than the Company (“Other Parties”),
we have assumed the enforceability thereof against all the
Other Parties; and we have assumed that each of the Other Parties
(i) has satisfied those legal requirements that are applicable
to it to the extent necessary to make the Loan Documents
enforceable against it, and (ii) has complied with all legal requirements
pertaining to its status as such status relates to its rights
to enforce the Loan Documents against the Company.]
Note: The Legal Opinion Committee believes that this assumption
is unnecessary. See the note to paragraph (B)(4), item 3, p. 96,
above.
E.8. Presumption of Regularity and Continuity
[(E)(8) In connection with our opinion in paragraph __ above
concerning [describe subject matter], our investigation revealed
that certain corporate records concerning [specify the missing
records and describe their relevance] were missing [or incomplete].
As a consequence, we have relied upon the presumption
of regularity and continuity to the extent necessary to enable us
to provide that opinion.]
Note: The foregoing presumption is appropriate where there is no
known basis for reaching a different conclusion. The ABA Guideline
3.3 indicates that, ordinarily, reliance on the presumption does
not need to be disclosed except when the deficiency in corporate
records is likely to be significant. The Legal Opinion Committee
concurs with the TriBar Report, which indicates in section 2.4 that
where (i) the missing records are not recent, (ii) existing records indicate
that the Company ordinarily has been careful to observe formalities,
and (iii) subsequent records treat the action as having
been properly authorized, the presumption may be relied on without
disclosure.
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