Drafting or reviewing a legal opinion

Legal opinions typically follow a set structure — they will start with an introduction:

• • that provides background information to the transaction; there will be a clear description of the parties involved;
• • matters relating to reliance (who can rely on the legal opinion) and disclosure (restrictions on disclosing the legal opinion) will be set out in an unambiguous manner;
• • there will be separate sections for the actual opinions as well as the assumptions and the qualifications upon which the opinions are based; and
• • matters relating to liability will be precisely stated.

This guidance note focuses on providing some key drafting points and tips so legal practitioners can properly follow the legal opinion structure and matters that need to be covered by the legal opinion.

When instructed to draft a legal opinion, legal practitioners can use the Lending — steps to be taken before issuing a legal opinion. While there are no one universally agreed set of steps that a legal practitioner must take before issuing a legal opinion, this checklist sets out some practical matters to guide a legal practitioner’s thinking.

A very common scenario is that a lender's lawyers will provide a draft legal opinion to the lender for approval before completion. Such a legal opinion is usually reviewed by the lender's in-house counsel.

With this in mind, this guidance note also focuses on providing practical tips for reviewing a draft legal opinion from the lender’s perspective. This will help legal practitioners provide feedback as well as assist in finalising the legal opinion.

See Drafting or reviewing a legal opinion.