May an Oregon lawyer split a fee with an out-of-state firm that has a nonlawyer owner and offers legal services in Oregon?
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This page answers the general question as of 2026. Ask about yours and see what the current Oregon Rules of Professional Conduct say for your facts, with citations.
Plain-English summary
The opinion considers an Oregon lawyer asked to serve as cocounsel with lawyers at an out-of-state alternative business structure (ABS). The ABS has a nonlawyer owner, advertises legal services nationwide including in Oregon, and proposes to split fees on a matter connected to Oregon. The opinion's answer to whether the Oregon lawyer may split the fee is no.
The opinion defines the fee division at issue as a single client billing paid to lawyers in different firms. It states that separately billing a client for distinct legal services is not fee splitting. It limits its analysis to ABS legal services involving an Oregon client, Oregon law, an Oregon tribunal, services performed in Oregon, or conduct predominantly affecting Oregon. It does not address a cocounsel matter involving a client resident in a jurisdiction that permits nonlawyer ownership of an ABS or a matter arising under that jurisdiction's law. It also excludes management service organizations that are not authorized to practice law.
The ABS's offer of Oregon legal services subjects its lawyers to Oregon disciplinary authority under RPC 8.5(a), the opinion explains. Oregon RPC 5.4 restricts nonlawyer ownership and legal-fee sharing. The opinion says that, assuming the ABS is not a nonprofit organization, no RPC 5.4(a) exception applies. It distinguishes ABA Formal Ethics Opinion 464 because that opinion addresses a firm that does not offer legal services within the jurisdiction prohibiting the ABS arrangement.
In practice
Under this opinion, the Oregon lawyer in the stated cocounsel arrangement may not divide a fee with an ABS that has one or more nonlawyer owners and directly offers legal services in Oregon. The opinion leaves the specified out-of-jurisdiction client and matter scenarios outside its analysis.
Common questions
Q: Can the Oregon lawyer split the fee if the ABS was formed where nonlawyer ownership is allowed?
A: The opinion says no on its stated facts. The ABS offers Oregon legal services, so the opinion applies Oregon RPC 5.4 to the proposed fee division despite the rules where the ABS was formed.
Q: Does the opinion treat separate bills for separate legal work as fee splitting?
A: No. It distinguishes separate billing by lawyers in different firms for distinct services from the single billing and divided fee addressed by RPC 1.5(d).
Q: Does the opinion decide every Oregon lawyer's arrangement with an out-of-state ABS?
A: No. It expressly does not address cocounsel work where the client resides in a jurisdiction permitting nonlawyer ownership of an ABS or the matter arises under that jurisdiction's law. It also says its analysis does not apply to a management service organization that is not authorized to practice law.
Q: Why does the opinion distinguish ABA Formal Ethics Opinion 464?
A: The Oregon opinion says ABA Opinion 464 concerns fee division with a firm that does not offer legal services within a jurisdiction prohibiting an ABS. The ABS in the Oregon opinion advertises its availability for Oregon matters to Oregon clients.
Background and rules framework
The opinion discusses Oregon RPC 1.5(d) on division of fees, RPC 5.4 on sharing legal fees with nonlawyers and nonlawyer ownership, RPC 8.5(a) on disciplinary authority for lawyers offering Oregon legal services, and RPC 8.4(a)(1) on accomplishing through another what the rules prohibit. Its footnotes also cite RPC 1.5(a), RPC 8.5(b), and the nonprofit exception in RPC 5.4(a)(4). It cites comments to ABA Model RPC 1.1 and 1.5 for associating competent counsel and the meaning of fee division.
Citations and references
Rules of Professional Conduct:
- Oregon RPC 1.5(a), 1.5(d), 5.4(a), 5.4(a)(4), 5.4(b), 5.4(d), 8.4(a)(1), 8.5(a), and 8.5(b)
- ABA Model RPC 1.1 comment [1] and 1.5 comment [7]
Cases:
- Wisner v. Bonta, No. CV 25-11358-DMG (AJRx), 2025 US Dist LEXIS 267779 (CD Cal Dec 30, 2025), cited in the opinion's final footnote
Other opinions cited:
- ABA Formal Ethics Opinion 464 (2013), distinguished on whether the firm offers legal services in the jurisdiction prohibiting an ABS
- South Carolina Ethics Advisory Opinion 25-02 (2025) and Maryland Ethics Docket No. 2012-12 (2012), cited in the final footnote
See also
- ABA Ethics Op. 464: Fee division with lawyers who share with nonlawyers
- ABA Ethics Op. 499: Passive investment in alternative business structures
- Texas Ethics Op. 704: Joining a firm with a nonlawyer partner
Source
- Landing page: Oregon State Bar ethics opinions table of contents
- Original PDF: Oregon State Bar Formal Opinion 2026-209
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