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

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

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

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

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

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 addresses the action taken to comply with governance procedures in upholding obligations in a transaction

• Bank Loans

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

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 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 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