If lawyers and firms are linked through 'of counsel' relationships, are their clients treated as one firm's clients for conflict-of-interest purposes?
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This page answers the general question as of 2026. Ezel answers yours: whether it's allowed on your facts, under the current Oregon Rules of Professional Conduct, with citations.
Plain-English summary
Lawyer A operates Law Firm 1 as a sole practitioner and is also of counsel to Law Firm 2, listed as such on its letterhead. Lawyer B is a sole practitioner who wants to become of counsel to Law Firm 1. The opinion asks what conflict-of-interest issues the proposed arrangement implicates, and answers "see discussion."
The opinion explains that the rules do not precisely define the "of counsel" relationship but clearly permit it. It applies Oregon RPC 1.0(d), which defines "firm" to include "of counsel" lawyers, and Oregon RPC 7.5(e), which allows a lawyer to be designated "of counsel" on a letterhead where the lawyer has a continuing professional relationship with the firm other than as partner or associate. Because Lawyer B would be of counsel to Law Firm 1 and Lawyer A is of counsel to Law Firm 2, the opinion concludes that Law Firm 1, Law Firm 2, and Lawyer B's sole practice are treated as a single unit for conflict purposes. The clients of Law Firm 2 are deemed clients of Law Firm 1 (through Lawyer A's of-counsel relationship), and the clients of Law Firm 1, including those of Law Firm 2, are deemed clients of Lawyer B.
The opinion distinguishes the of-counsel relationship from situations where lawyers or firms associate as co-counsel on specific cases. An occasional collaboration with no indicia sufficient to establish a de facto law firm among the lawyers avoids the implication that they are members of the same firm.
In practice
The opinion holds that of-counsel status is a firm-membership relationship for conflict purposes, so each of-counsel link merges the linked practices into one conflict unit and imputes their clients to one another. Per the opinion, the analysis turns on the firm definition in Oregon RPC 1.0(d) and the continuing-relationship requirement in Oregon RPC 7.5(e); a true of-counsel tie imputes conflicts across the chain, while a one-off co-counsel association without de facto firm indicia does not. Verify the current text of Oregon RPC 1.0 and 7.5 before relying on any specific point.
Common questions
Q: Does an of-counsel lawyer share the firm's conflicts?
A: Yes. The opinion concludes an of-counsel lawyer is a member of the firm for conflict purposes, so the firm's clients and the of-counsel lawyer's clients are imputed to one another.
Q: What happens when of-counsel relationships chain together?
A: They merge into one conflict unit. The opinion concludes that two firms and a solo practice linked by of-counsel relationships are treated as a single unit, so a conflict in any one is shared across all.
Q: Is occasional co-counsel work the same as being of counsel?
A: No. The opinion distinguishes an occasional collaboration with no indicia of a de facto law firm, which does not make the lawyers members of the same firm, from a continuing of-counsel relationship, which does.
Background and rules framework
The opinion interprets the definition of "firm" in Oregon RPC 1.0(d), which includes of-counsel lawyers, and Oregon RPC 7.5(e) on the of-counsel designation, corresponding to Model Rules 1.0 and 7.5. The imputation result follows from treating the of-counsel lawyer as a firm member.
Citations and references
Rules of Professional Conduct:
- Oregon RPC 1.0(d) / Model Rule 1.0 (definition of "firm" includes of-counsel lawyers)
- Oregon RPC 7.5(e) / Model Rule 7.5 (of-counsel designation requires a continuing professional relationship)
Other opinions cited:
- OSB Formal Ethics Op. No. 2005-50 (rev 2026) (office sharers and opposing parties)
- OSB Formal Ethics Op. No. 2005-44 (rev 2026) (shared nonlawyer between adverse firms)
- OSB Formal Ethics Op. No. 2005-12 (rev 2015) (firm names and office sharing)
See also
- OSB Ethics Op. 2005-50: Office Sharers and Opposing Parties
- OSB Ethics Op. 2005-44: Shared Nonlawyer Between Adverse Firms
- OSB Ethics Op. 2005-12: Firm Names and Office Sharing
Source
- Landing page: https://www.osbar.org/ethics/toc.html
- Original PDF: https://www.osbar.org/_docs/ethics/2005-155.pdf
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