Non-Party Interests in Closing Opinion Letters

13 Pages Posted: 23 Apr 2018 Last revised: 12 Jul 2018

See all articles by Heather Hughes

Heather Hughes

American University - Washington College of Law

Date Written: 2014


What do transactional lawyers do when they issue third-party opinion letters in financial transactions? This descriptive question turns out to be quite complex-so complex that the normative question of what lawyers should do when they issue opinions, as well as the practical question of what they could do, are difficult to answer.

This Symposium Article reflects upon third-party closing opinions as a central aspect of business law practice that can be opaque to outsiders. The ideas expressed here are exploratory. In the spirit of reflecting on what transactional lawyers do, this contribution considers deal lawyer strategies as potential tools for advancing the interests of non-parties affected by commercial transactions.

Many types of transactions call for opinions of counsel as a condition precedent to closing. This Symposium Article focuses on certain types of opinions to third parties-namely, closing opinions in commercial finance transactions. These opinions assure investors that, among other things, the transaction will be enforceable against the attorney's client at closing.

Keywords: financial transaction, transactional law, third party, business law, transactional lawyers, commercial finance

Suggested Citation

Hughes, Heather, Non-Party Interests in Closing Opinion Letters (2014). American University Business Law Review, Vol. 3, No. 1, 183, Available at SSRN:

Heather Hughes (Contact Author)

American University - Washington College of Law ( email )

4300 Nebraska Avenue, NW
Washington, DC 20016
United States

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