The new edition of the Deskbook updates and revises the Pennsylvania Third-Party Legal Opinion Report published in 1999, which introduced new model opinions and commentary on corporations, limited liability companies, and limited partnerships. Since 1990, the ABA and several states have issued updated opinion reports. Courts, most notably in the Dean Foods case, have wrestled with the question of whether customary practice is key in determining liability.
The revised Deskbook features an updated, annotated Model Closing Opinion Letter, with the provisions included in text and on CD-ROM. The Letter reflects changes highlighted by Dean Foods and other Opinion reports. It explains the language used and practices customarily followed by Pennsylvania lawyers in rendering and receiving the basic opinions given in most corporate and unsecured banking transactions.
The Deskbook also contains several fundamental statements of national opinion custom and practice, the ABAs Third-Party Legal Opinion Guidelines and Legal Opinion Principles, and Closing Opinions of Inside Counsel, as well as the TriBar Report and TriBars remedies opinion report.
This book is a guide not only to those giving and receiving third-party legal opinions, but also to litigators and judges in determining whether an opinion giver is liable for a third-party legal opinion delivered in a transaction.
Contents:
1) PA Third-Party Legal Opinion Report
Developments in Third-Party Legal Opinion Practice
ABA Opinion Report
Literature on Opinion Customary Practice
PA Third-Party Legal Opinion Report
Model Opinion Letter
Secured Transactions Opinions
Approval of the 1999 Report & Model Opinion Letter
Approval of the Revised Report
Glossary
Opinions for Corporations
Opinions for Limited Partnerships
Opinions for Limited Liability Companies
Usury
2) Model Closing Opinion Letter (Annotated)
Matters Dealt with in the Model Opinion Letter
Definitions Used in the Notes to the Model Opinion Letter
Annotated Text of Model Closing Opinion Letter
Purpose of Opinion Letter; Definitions
Opinion Paragraphs
Basis for Opinion; Qualifications, Limitations, etc.
Optional Paragraphs for Model Closing Opinion Letter
Model Closing Opinion Letter Index
Text of Model Opinion Letter Basic Provisions without Annotations
Optional Paragraphs for Model Closing Opinion Letter
3) Third-Party "Closing" Opinions: A Report of the TriBar Opinion Committee
Article I General Matters
Article II Facts
Article III The Remedies/Enforceability Opinion
Article IV Law Covered by the Opinion Letter
Article V Opinions Beyond the Expertise of the Opinion Giver
Article VI Specific Opinions
4) The Remedies OpinionsDeciding When to Include Exceptions & Assumptions
Determining When to Include Express Exceptions or Assumptions
Applying the Process Described in Part II to Common Contractual Provisions
5) Guidelines for the Preparation of Closing Opinions (including Legal Opinion Principles)
Purpose, Scope, & Reliance
Process
Content
Specific Opinions
Legal Opinion Principles
6) Closing Opinions of Inside Counsel
Opinion Standards for Inside Counsel
Formalities
Number of Pages: 340
Automatic Update Service:
This book is included in PBI`s automatic update service. PBI will publish new editions and supplements as appropriate to keep the publication current. Everyone who purchases the book will receive each update at a reduced price with an invoice and an option to return it with no further obligation.
