In law, a legal opinion is usually a written statement from a judge or group of judges accompanying an order or judgment in a case. [1] Legal opinions may also be drafted by legal experts. [1] Legal advice is used to set out the reasons (reasons) and legal bases for the judgment. Agree with the text of the notice – This is particularly important in the context of a cross-border transaction where legal advice may be required in multiple foreign jurisdictions. In these circumstances, it will be important that the wording of any form of comment is agreed upon by all parties as soon as possible in order to avoid delays in completing the transaction and to ensure that all relevant issues are taken into account. Early agreement on the text allows the law firm preparing the opinion to ensure that the text is adapted to the client`s purposes and to take into account the scope of the research to be carried out. Conduct research – All relevant research and surveys should be conducted once the text of the notice has been approved. The business search must be updated on the date the notice is submitted. Depending on the circumstances that gave rise to the request for legal advice, certain temporal and related issues (listed below) need to be considered and addressed at an early stage in order to avoid delays in the preparation of the opinion. Notices are usually published on instructions from the court. They can be used to strengthen, explain, amend, establish or repeal legal precedents.

When a court decides that an expert opinion should be published, the opinion is included in a volume of a series of books called legal reports or case reports. [2] The published opinions of the courts are also collectively referred to as case law, which is one of the most important sources of law in common law legal systems. The latter form of opinion is sometimes made available to the public, either because of public pressure (see, for example, Lord Goldsmith`s opinion on the war in Iraq, note by Yoo) or because a general clarification of the law is needed (see, for example, Yorke-Talbot`s opinion on slavery). In the United States, several attorneys general give the attorney general`s opinions. Documents reviewed and requests – The legal opinion identifies the documents that were reviewed for the purpose of preparing the opinion. These are generally transaction documents (i.e. a facility agreement and collateral documents in connection with a financing transaction), the Company`s incorporation documents for which legal advice is obtained, minutes of the Board of Directors or other authority of the Company, and any research conducted against the Company. With respect to transaction documents, the notice shall also indicate whether they are signed originals, copies or a final draft.

As regards searches carried out in relation to the Company, these would normally involve a search of the records kept at Companies House and the Central Register of Liquidation Applications. Depending on the transaction, it may also be necessary to search the land register and the trademark register. Regardless of the search, it is important that the notice indicates the time and date of the search and, in the case of a business search, confirms whether the search is an update of a previous search. Assumptions – The legal opinion will explicitly state the assumptions on which it is based. These vary depending on the circumstances and nature of the transaction, but typical assumptions are as follows: (i) the parties to the respective transaction have been validly constituted and exist, (ii) the parties to the transaction have the ability, authority and authority to sign and deliver the transaction documents and to perform their obligations and exercise their rights under the transaction documents, (iii) all signatures on the transaction documents are genuine, (iv) all verified original documents are complete, authentic and up-to-date, (v) the information disclosed by the searches carried out is true, accurate, complete and up-to-date, (vi) and (in the context of a cross-border transaction, all matters relating to the laws of any jurisdiction (other than England and Wales) relating to transaction documents are respected; Were. This article briefly discusses some of the most important issues that an English legal opinion should cover and some practical issues that need to be considered before a party seeks legal advice. It is important to note that legal advice should not be considered a substitute for legal advice and that parties to a transaction should ensure that they receive full legal advice on the matter in question before issuing such advice. The recipient of legal advice is expected to rely effectively on the accuracy of the advice when assessing the legal risks of the transaction or project. If the notice is subsequently found to be incorrect or misleading in any way, the recipient of the notice may be entitled to bring an action against the law firm issuing the notice in contract and/or tort. The liability of a company depends on the wording of the notice, but for this reason, the notice is issued only after the completion of the appropriate procedures by the company concerned and usually explicitly contains certain assumptions and reservations (which will be discussed in more detail below) on which the notice is given. Internal compliance procedures – Most international law firms have an internal review procedure that must be followed before a statement from that firm is issued. It is not uncommon for at least two partners who are not involved in the transaction or project to be required to review and approve the statement prior to its publication.

Significance to a law firm in the context of an expert opinion is the extent to which third parties who are not clients of the firm can rely on documents and liability issues (as noted above) that may arise if the expert opinion is subsequently found to be inaccurate and/or misleading. The liability issues to be considered by the company in such circumstances may differ from those that arise with respect to a customer of the company on the basis of the company`s opinion. In the United Kingdom and other common law countries, a legal opinion also refers to written legal advice on a point of law issued either by a lawyer or solicitor (often referred to as a “lawyer`s opinion”) or, occasionally, by a senior judicial officer, such as an Attorney General. If the opinion is given by a foreign lawyer or law firm, it is generally referred to as “foreign legal advice”. Several areas of business practice require formal legal advice from lawyers. The legal aid scheme in the United Kingdom requires legal advice demonstrating a reasonable chance of success before the Legal Aid Board funds an application. Professional negligence insurance policies often require the advice of legal counsel before the insurer is required to pay for an alleged claim (sometimes called a QC clause if it is to be the opinion of a senior lawyer). Date of opinion – If the opinion is to be made for the purposes of a transaction, it must be dated on the same date as the transaction documents to ensure that it reflects the law or matter being assessed at the date of the transaction. Expert opinion, reservations and confidence – In this section of the opinion, the law firm will comment on the specific issues for which the expert opinion has been requested. This is limited to the expression of a legal conclusion and/or legal analysis of a legal issue or transaction. However, opinion is limited by certain caveats, which in turn will vary depending on the nature of the transaction. For example, a statement setting out specific areas not covered or, in the context of a cross-border transaction, a statement dealing with the application of foreign law where an obligation is to be performed in a country other than England and Wales.

In such circumstances, the opinion may qualify in concluding that performance of such an obligation may not be enforceable in England and Wales if it would be unlawful under the law of the foreign court concerned or contrary to public policy. It is important to note that the recipient can only rely on the legal advice and contains a statement that it has been prepared exclusively for the interest of the recipient and cannot be relied upon by anyone. Not all cases decided by a higher court result in the publication of an expert opinion; In many cases, this is not the case, as an advisory opinion is often only issued when the law is reinterpreted or the matter is an important matter of general public interest and the court wishes to publish the details of its decision. [ref. needed] In the majority of U.S. cases, judges issue a memorandum decision clarifying how federal or state law applies to the case and upholding or reversing the lower court`s decision. A memorandum decision does not set a precedent or reinterpret the law and cannot be used to justify a decision in subsequent cases. Expert opinion, on the other hand, always determines a certain interpretation of the law. Background – This section of the legal opinion usually provides general information about the transaction and the documents on which the notice is issued.

There will also be a statement that the notice is limited to English law and no other jurisdiction. Legal advice is often used in a variety of situations. For example, in connection with a cross-border transaction, legal advice may be used to assess whether certain transaction documents are valid and enforceable in a particular jurisdiction and comply with the local laws of that jurisdiction.