My firm wants to give legal opinions on liability to a claims-adjustment company client, for use in that company's dealings with its own customers. Does it matter whether the opinion goes out on my firm's letterhead versus the client's own letterhead?

Plain-English summary

An attorney asked the panel whether his firm could properly provide certain consulting services to a client, a claims adjustment company, which wanted to engage the firm to research and opine on liability in legal claims. The firm had no financial interest in the client company. The attorney presented four scenarios.

In the first, the firm would give the client company a legal opinion on claims submitted by the company's customers, with both the opinion letter and the firm's bill on the firm's own stationery. The panel held this proper. In the second, the firm's opinion on the same type of claim would instead take the form of a memo on the client company's own stationery, with the firm's bill prepared separately on the firm's stationery. The panel quoted Rule 5.5(b), which bars a lawyer from assisting a person who is not a member of the bar in activity that constitutes the unauthorized practice of law, and held that providing legal advice on the client's own stationery concerning its customer's claims violates that rule. In the third scenario, the firm would give the client a legal opinion that the client would then incorporate into its own correspondence with its customer; the panel held this proper. In the fourth, the firm would give a legal opinion directly to the client company's customer, with the attorney functioning as a paid, part-time employee of the client company; the panel held this proper as well.

Currency note

This opinion was issued in February 1989, shortly after the Rhode Island Supreme Court adopted the Model Rules of Professional Conduct effective November 15, 1988, and it applies Rule 5.5(b) as originally adopted. The Rhode Island Supreme Court later revised the Rules of Professional Conduct in 2007 as part of the nationwide Ethics 2000 process. Subsequent rule amendments or later opinions may have changed the analysis. Treat this page as historical context, not current guidance. Verify against current rules before relying on any specific rule mentioned here.

Common questions

Q: Can I give a legal opinion to my claims-adjuster client about claims its customers have submitted, on my own firm's letterhead?

A: Yes, according to this opinion. The panel held that delivering the opinion and bill on the firm's own stationery is proper.

Q: What if I write the same opinion as a memo on the client's letterhead instead?

A: No. The panel held that providing legal advice on the client company's own stationery concerning its customers' claims violates Rule 5.5(b)'s bar on assisting unauthorized practice of law.

Q: Can the client take my firm's opinion and fold it into its own letter to the customer?

A: Yes. The panel found this arrangement, where the client incorporates the firm's opinion into its own correspondence, proper.

Q: Can I send the opinion straight to the client's customer if I'm working as a paid part-time employee of the client company?

A: Yes, according to this opinion, the panel held this fourth arrangement proper as well.

Background and rules framework

The opinion applies Rule 5.5(b) of the Rhode Island Rules of Professional Conduct, as adopted effective November 15, 1988, which bars a lawyer from assisting a person who is not a member of the bar in conduct constituting the unauthorized practice of law, to four variations on how a firm delivers legal liability opinions to a corporate claims-adjustment client.

Citations and references

Rules of Professional Conduct:

• MR 5.5 (unauthorized practice of law)
• RI RPC 5.5(b) (assisting a nonlawyer's unauthorized practice of law)

Statutes:

• None cited.

Cases:

• None cited.

Other opinions cited:

• None cited.

See also

No sibling opinions yet indexed.

Source

• Landing page: https://www.courts.ri.gov/attorney-resources/Pages/Ethics-Advisory-Panel-default.aspx
• Original PDF: https://www.courts.ri.gov/Opinions/EAP%2089-02.pdf

Original opinion text

Best-effort transcription from a scanned PDF. Minor errors may remain; the linked PDF is authoritative.

DIGEST OF ETHICS ADVISORY PANEL
OPINION 89-2, REQUEST #44
Issued February 21, 1989

An attorney seeks Panel advice as to whether his firm may properly provide certain specified consulting services to his client, a claims adjustment company. The attorney advises the Panel that the client company wishes to engage his firm to provide research analysis and opinions as to liability in certain legal claims. The attorney further advises the Panel that his firm has no financial interest in the client company. The attorney sets forth four specific scenarios for Panel review.

In the first scenario, the attorney's firm would provide a legal opinion to the client company regarding claims submitted to the client by its customers. The firm's opinion letter and bill to the client would both be on the firm's stationery. The Panel takes the position that this arrangement is proper.

A second scenario also entails the firm providing a legal opinion to its client company concerning a claim submitted to that client company by one of its customers. In this second scenario, however, the attorney indicates that his firm's opinion would be in the form of a memo on the client company's own stationery. The attorney's bill to the client would be prepared separately on the firm's stationery.

Rule 5.5 of the Rules of Professional Conduct provides, in pertinent part:

Rule 5.5 UNAUTHORIZED PRACTICE OF LAW

A lawyer shall not:

(b) assist a person who is not a member of the bar in the performance of activity that constitutes the unauthorized practice of law.

The Panel takes the position that for the attorney and his firm to provide legal advice on the client's stationery concerning its customer's claims constitutes a violation of Rule 5.5(b).

In a third scenario, the firm would provide the client with a legal opinion regarding claims submitted to it by its customers. The client would then incorporate the legal opinion from the firm into its correspondence with its customer. The Panel takes the position that this arrangement is proper.

In the fourth and final scenario the attorney sets forth for Panel review, the firm would provide a legal opinion directly to the client company's customer regarding claims submitted by the customer to the client company. In this final scenario the attorney would be functioning as a paid, part-time employee of the client company. The Panel takes the position that this arrangement is proper.

Ethics Advisory Panel advice is protective in nature. There is no requirement that an attorney abide by a Panel opinion, but if he or she does, he or she is fully protected from any charge of impropriety.