Drafting Opinion Letters in Business and Real Estate Transactions CLE

Drafting Opinion Letters in Business and Real Estate Transactions

September 2012

Drafting Opinion Letters in Business and Real Estate Transactions

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Program Description:

Opinion letters are an essential part of every significant business and real estate transaction. Researching these letters is part of due diligence and obtaining them is frequently a condition of closing a deal. They help reduce the risks involved in any transaction and are often required by one or the parties, lenders, or investors. They are also complicated instruments with the potential for real-world liability for attorneys and the parties. This program will provide you with a practical guide to drafting, reviewing and negotiating opinion letters, the rights and responsibilities of the parties, determining the underlying factual assumptions or ascertaining the law, and potential liability for lawyers.

- Drafting, reviewing and negotiating opinion letters in business and real estate transactions

- Types of letters - enforceability, entity, no conflicts/no defaults, litigation, authorization and more - and their role in transactions

- Essential provisions of opinion letters - assumptions, qualifications, limitations

- Rights and expectations of the receipt of the opinion letter

- Professional standards for preparing opinion letters - duty of care

Faculty:

Peter Tennyson is a partner in the Costa Mesa, California office of Paul, Hastings, Janofsky & Walker, LLP, where his practice focuses on corporate transactional work, including corporate buyouts, mergers and acquisitions and the public and private placement of securities. A major portion of his practice involves the negotiation, structuring and financing of acquisitions and dispositions of privately held companies. He formerly served as vice president and general counsel of Cannon Mills Company and its parent, Pacific Holding Company. He received his B.A. from Purdue University and his J.D. from the University of Virginia School of Law.

Richard R. Goldberg is a retired partner, resident in the Philadelphia office of Ballard Spahr, LLP, where he established an extensive real estate practice, including development, financing, leasing, and acquisition. Earlier in his career, he served as vice president and associate general counsel of The Rouse Company for 23 years. He is past president of the American College of Real Estate Lawyers, past chair of the Anglo-American Real Property Institute, and past chair of the International Council of Shopping Centers Law Conference. Mr. Goldberg is currently a Fellow of the American College of Mortgage Attorneys and is a member of the American Law Institute. Mr. Goldberg received his B.A. from Pennsylvania State University and his LL.B. from the University of Maryland School of Law..