Model Closing Opinion Letter (Annotated) - American Bar Association

2 Model Closing Opinion Letter (Annotated)
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A “No Breach or Default Opinion” (sometimes
referred to as a “No Conflict Opinion”) is an Opinion
that execution and delivery of the Transaction
Documents by the Company do not, and performance
by the Company of its agreements in the
Transaction Documents will not, (A) breach or
result in a default under an Other Agreement, or
(B) breach or otherwise violate a Court Order. Frequently
the Opinion will also cover violation of the
Company’s Charter and Bylaws.
A “No Violation of Law Opinion” is an Opinion
that execution and delivery by the Company of the
Transaction Documents do not and performance
by the Company of the Transaction Documents
will not violate an existing Law.
“Other Agreements” means contracts other than the Transaction
Documents.
“Other Counsel” means counsel providing a legal opinion pertaining
to particular matters concerning the client, the Transaction
Documents or the Transaction (i) directly to the Opinion Recipient
or (ii) to the Opinion Giver in support of an Opinion provided by
the Opinion Giver.
“Public Authority Documents” includes all certificates issued by
any government official, office or agency concerning a person’s
property or status.
The terms “Opinion Giver” and “Opinion Recipient,” whose meanings
are clear enough, are also used. The term “Opinion Preparers”
refers to lawyers in a law firm (the Opinion Giver) who take
on the responsibility to prepare an Opinion Letter.