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Assumptions • Opinions typically include the following assumptions: All signatures are genuine, all documents are authentic, and all natural persons executing documents have the capacity to do so Information provided by public officials or obtained through searches of government-held information is accurate, current and complete Information in officer’s certificates is accurate, current and complete The description of the collateral is accurate For any security interest granted by the borrower or guarantor, value has been given and there has been no agreement to postpone the time of attachment 3
Due diligence and supporting materials • The provider of an opinion establishes facts through its own due diligence, as well as reliance on documents provided by third parties • Opinions typically list documents reviewed and investigations done • Due diligence generally includes review of: Officer’s certificates, including board resolutions of the borrower and guarantor. The officer’s certificates should not contain statements of law, only statements of fact. Certificates and other information received from public officials Transaction documents, such as the credit agreement or security agreement Minute books, articles and by-laws of the borrower and guarantor Share certificates t of the borrower and guarantor, where a share pledge is contemplated • Where facts cannot be verified, an assumption may in some cases be made as to their existence 4
Page 1 and 2: Ontario Opinions in Financing Trans
Page 3: Reliance and duty of care • Opini
Page 7 and 8: Core opinions (continued) • All r
Page 9: Questions? 8

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