The continuing purpose of the Committee is to assist Florida practitioners in the preparation of third party legal opinions which are customarily requested and given in connection with the closing of transactions in Florida and to provide a forum to assist Florida practitioners with new legal opinion issues which arise because of changes to applicable law and/or customary practice in the State of Florida.
In September 2006, a steering/drafting committee was organized consisting of members of both from this Committee and the Real Property, Probate and Trust Law Section (“the “RPPTL Section”) of the Florida Bar. After years of collaborative effort, the Report on Third-Party Legal Opinion Customary Practice in Florida dated December 3, 2011 (the “Report”) was adopted by the Business Law Section and the RPPL Section of the Florida Bar.
The Report provides guidance to Florida attorneys who render third-party legal opinions, and to both Florida and out-of-state attorneys who, on behalf of their clients, receive third-party legal opinions from Florida attorneys, as to the nature and meaning of the content of legal opinions and as to the diligence recommended to render such opinions. The Report is accompanied by four illustrative opinion letter forms: (i) a form of opinion letter to be used in a commercial lending transaction; (ii) a form of opinion letter to be used in a lending transaction secured by real estate; (iii) a form of opinion letter to be used in connection with a share issuance by a Florida corporation; and (iv) a form of opinion letter to be used in a loan transaction when Florida counsel is acting as local counsel. The Report also includes an illustrative form of certificate to counsel that can be used in connection with the rendering of a third-party legal opinion. These illustrative forms are annotated with guidance and with references to sections of the Report where further information about the Florida customary practice regarding such opinions is described.
Since its adoption, the Report has gained wide acceptance among Florida practitioners and the illustrative forms included in the Report are generally used by Florida attorneys in providing third party legal opinions.
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Click here to download a copy of the “Report on Third-Party Legal Opinion Customary Practice in Florida, dated December 3, 2011”
A Continuing Legal Education Program discussing the contents of the Report entitled “Legal Opinion Customary Practice in Florida: What Florida Business Lawyers Need to Know” was conducted by the members of the Steering Committee for the Report. The audio tapes of the Program are available for purchase from the Florida Bar here.
The Committee is currently working on a draft of the First Supplement to the Report which is addressing the following third party legal opinion matters: (i) the issuance of preferred stock, (ii) margin stock; (iii) investment company act; (iv) the issuance of limited liability company membership interests; and (v) general corrections and modifications to the Report.