This course is designed to introduce students to the law and the lore of third party closing opinions in U.S. business law transactions, including the stylized conventions of third party opinions, standard opinion literature, liability issues and the implications of third-party opinions for lawyers' professional responsibilities to their clients and others. It will also take a focused look at some of the substantive legal issues that are addressed by typical opinions that junior lawyers may be called upon to help draft, including entity and enforceability opinions, securities law opinions, security interest opinions and opinions that are given in the bankruptcy context. A mock opinion negotiation exercise will afford students the opportunity to apply these legal principles to a transaction and express them in the stylized format of an opinion. The course will conclude with a case study of Enron to introduce students to the controversy that surrounds legal opinions and the role of legal judgments generally in structured finance transactions.
This course is targeted 2L, 3L, LLM and other postgraduate students who are contemplating a transactional practice. The objective of the course is to permit students to add value to transactions on which they work as junior associates by being able to participate meaningfully in opinion preparation with an understanding of what opinions say and what they mean. Students who have taken this course will also be equipped to add value to transactions by being able to recognize opinion issues during the phase of structuring and negotiating deal terms. Prior course work in corporate law, securities law and secured transactions would be helpful but is not required.