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ATTORNEY OPINION LETTER

A legal opinion letter is a formal letter by an attorney verifying the legal status of a person or entity. Situations that utilize a legal opinion letter include verifying the validity of a company or corporation, verifying a lack of criminal status, and statements on how a judge should rule on a particular legal matter. At Tsang & Associates, we can provide a legal opinion letter for persons or entities in the state of California. We have written legal opinion letters in a wide range of different circumstances, and our attorneys will assess your circumstances and prepare an authoritative, strong legal opinion letter for you.

A situation where a legal opinion letter is required is when a person wants to take out a loan from a local bank. Typically, before lending, the local bank needs assurance that the person is qualified to do business and is in good standing. A legal opinion is then required to verify the person’s status with appropriate agencies and confirm any other requirements sought by the local bank.

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LEGAL FEE

Our fee structure is unique to us as we strive to tailor our services for each client individually. We adapt price standards that are capable of fluctuating for each client. Clients may retain us for one or all of the below steps/services.

We are happy to customize a proposal for you during a consultation. Please see the below information.

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WHAT MAKES US DIFFERENT

At Tsang & Associates, we treat each client like a well-formed partnership and involve you in every step of the process. When drafting a legal opinion letter, we work together with you until you are satisfied with our services. By the end of our partnership, our goal is not only to help you find success but also to help you become an expert in your own case.

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CASE PROCESSING OVERVIEW

Step 1: Strategy Session for Legal Opinion Letter

This is the most crucial step for your Legal Opinion. We will review all of the supporting documents to determine the scope of the letter, create a strategy, a customized checklist, and a timeline to serve as the guiding foundation for the entire case preparation. 

Step 2: Gather Documents for Legal Opinion Letter

In the gathering documents stage, we will ask for all documents including any templates provided by the entity along with any supporting documents which will vary from case to case. 

Step 3: Review Documents for Legal Opinion Letter

After gathering the documents, we will carefully review all documents to support and construct the legal opinion letter. A strong legal opinion letter will provide the most relevant support and evidence pertaining to the issue. 

Step 4: Preparation of Legal Opinion Letter

Once we have fully assessed your circumstances and reviewed all related documents, our legal team will prepare and draft a professional legal opinion letter.

Step 5: Review Legal Opinion Letter with Client

After preparing the preliminary draft, we will review the legal opinion letter with the client and conduct any necessary edits in this stage.

Step 6: Sign Legal Opinion Letter

After a thorough review, the client will sign the attestation and our attorneys will sign and issue the legal opinion.

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WHAT MAKES A GOOD LEGAL OPINION LETTER

FACTS

Opinions are formed based on facts.

ANALYSIS

Analysis are made from examining documents, records, and statements.

ANSWER

Answers to the requestor’s questions in a clear manner.

DISCLAIMER

Disclaimers indicate the limited scope of the opinion.

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STANDARD OPINIONS OFFERED

Corporate Status

Corporate Status verifies a corporation’s status and ability to enter a transaction

Remedies/Enforceability

Remedies/Enforceability legitimizes a transaction by imposing a remedy if a person fails to maintain their obligation

No Conflicts of Interest

No Conflicts of Interest ensure the transaction will not create defaults among other documents

Absence of Litigation

Absence of Litigation reviews the general counsel of material provided regarding litigation and has a “to my knowledge” qualifier limiting the contract provisions

Absence of Needed Consents

Absence of Needed Consents addresses governmental consents needed to assure the ability of a person to create a legal obligation as well as private party consents

Non-Consolidation

Non-Consolidation states the entity will not consolidate with other entities in the case of bankruptcy

Due Qualification and Good Standing in Other Jurisdictions

Due Qualification and Good Standing in Other Jurisdictions confirms the entity’s ability to enter transactions in jurisdictions other than its original incorporation

Examples

  • Entity Status
  • Advice for IPO
  • Corporate Action Suggestions

Due Authorization, Execution, and Delivery

Due Authorization, Execution, and Delivery addresses the action taken to comply with governance procedures in upholding obligations in a transaction

  • Bank Loans

Regulatory

Regulatory ensures that no regulations are violated in entering a transaction

Examples

  • Case Strategy
  • Explaining Case Law
  • Corporate Licensing Regulation Analysis
  • Project Requirement and Regulation Analysis
  • Employment Labor Law Analysis

Sale of Stock, Sale of Assets, and Merger

Organizational Status Opinion

  • Based solely upon the Good Standing Certificates. The Seller and each of the Acquired Companies is validly existing and in good standing under the laws of its jurisdiction of organization as of the date set forth

Power and Authority Opinion

  • The Seller and each of the Acquired Companies has the organizational power and authority to execute, deliver and perform the terms and provisions of each Transaction Document to which it is party and has taken all necessary organizational action to authorize the execution, delivery and performance thereof.

Execution, Validity and Enforceability Opinion

  • The Seller and each of the Acquired Companies has duly executed and delivered each Transaction Document to which it is party, and each such Transaction Document constitutes the valid, binding, and enforceable obligation of such party.

Proceedings Opinion

  • There are no outstanding judgment, action, suit or proceeding pending against the Seller or any Acquired Company before any court, governmental agency or arbitrator which challenges the legality, validity, binding effect or enforceability of any Transaction Document to which the Seller or such Acquired Company is a party.

Ownership of Shares Opinion

  • Based upon the review of the share ledger of the Company, the Seller is the record owner of all of the outstanding shares of the Company, free of any adverse claim
  • Expands to the capitalization of the Company, whether the shares are validly issued, fully paid and nonassessable and whether the Seller has good title to the shares free of liens and encumbrances

Merger Effective Opinion

  • Based upon the certificate of merger issued by the state of the Organizational Jurisdiction, the Merger has become effective under the laws of such jurisdiction

Commercial Real Estate/Transactional

Commercial Real Estate/Transactional notifies the Requestor that the borrowing entity is properly formed and in compliance with state law, and that the loan covenants are legally valid and enforceable. 

    Tax Opinion

    Tax opinions used to justify a person’s tax position in the case it is challenged by the IRS and provides the guidance on how the IRS and courts may treat a particular transaction

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    ADDITIONAL RESOURCES

    Services

    Our attorney will prepare and draft a legal opinion letter in addition to reviewing documents to support and construct the letter.

    Reasons for a Legal Opinion Letter

    Common reasons for a legal opinion letter include determining the lawfulness of an action, securing contractual agreements, and answering questions raised by other professionals to make judgments.

    Due Diligence

    Legal Opinion letters are a form of due diligence to provide assurance and security between parties in a transaction.

    Types of Reasoning in Legal Opinions

    1. “Clean” Opinions:
      • Opinions are “absolute” (subject to assumptions, qualifications, etc.);
      • Substance of opinions usually not legally at issue;
      • Clear expression of the law on a particular manner
    2. Reasoned Opinions:
      • Explained opinions
      • No definitive law, or there are issues of fact that cannot be assumed away;
      • Statement of what attorney believes the law to be, where there is uncertainty;
    3. “De Facto” Opinions:
      • Written advice;
      • Attorney prepared or reviewed disclosure materials;
      • Due diligence reports provided to non-clients;
    4. Audit Responses:
      • Provides meaningful information to the auditors by identifying overtly threatened and pending claims being handled by the attorney and unasserted claims as to which the client specifically requests comment.
    5. Third-Party Opinions:
      • Analyze whether a party to an agreement will be able to follow through by determining whether:
        • Entering into the current agreement will cause a default in an existing agreement
        • The financial outlook of the parties is influenced by any pending civil action or investigation
        • Provisions of the agreement are enforceable as written

    Sample Legal Opinion Letter

    Legal Opinion Sample

    Who Needs A Legal Opinion Letter?

    Because Legal Opinion Letters encompass diverse areas, we offer our services to a wide variety of clients such as individuals, banks, judges, law firms, and other attorneys. 

    Legal Opinion v. Legal Advice

    A legal opinion is an attorney’s analysis based on past or present facts, while legal advice is an attorney’s counsel and guidance as to what future actions the client should take. A legal opinion is sought as “[a] written document in which an attorney provides his or her understanding of the law as applied to assumed facts.”

    Benefits of a Legal Opinion Letter

    • Legal defense of your company or organization
    • Identify, manage, and minimize legal risks 
    • Verify compliance with regulations
    • Understanding of the legal effects of a transaction
    • Proof of lawful action
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    SCHEDULE A SESSION

    Call or email us to set up your 1-hour consultation. Easily pay the $250 consultation fee over the phone or through our email link. If you would like to have a quick chat with our team before setting up the consultation, feel free to use the calendar on the right to book your 10 minute call.

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    CORPORATE COUNSEL

    In addition to patent protection, we also specialize in other areas of corporate counsel. At Tsang & Associates, we are personally invested in your company and serve as a coach to your business. We advise your company on how to be the best, aid with legal services, and take care of logistics. As your business coach, we want your company to excel and experience growth. Check out our comprehensive services down below.

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    LEGAL REPRESENTATION FOR YOUR BUSINESS

    We will work directly for your business advising on legal matters and performing legal research. Paid for only upon demand to provide all legal adice to your company from day-to-day activities to risk mitigation.

    START

    Build the right legal foundation

    FUND

    Raise and protect your capital to propel your company

    GROW

    Scale your business to the next level

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    HOW IT WORKS

    A client trust will be opened and maintained solely for your business needs. Your business will qualify for service fee reductions when maintaining a $5,000 refundable deposit in your Escrow account.

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    KEY BENEFITS

    NO HIDDEN FEES

    There are no hidden costs or fees, You will maintain a yearly $5,000 refundable deposit and gain access to premium and exclusive services. Other firms charge monthly fees, however, at our firm there are no hidden fees

    LET US DO THE WORK

    Our legal expertise allows you to focus on building and running a successful company. We do the legal heavy lifting and our years of experience help you navigate strategically the important legal and business decisions.

    WE ARE DIFFERENT

    We’re changing how legal services are provided. Our corporate counsel is designed to provide you with premium and exclusive resources at an affordable price.

    Traditional law firms will charge you extra fees for drafting contracts or employee offer letters. At Tsang’s law, we are there for your business with premium services and no hidden fees.

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