Legal Opinion Letter Template

[Date]

[Client Name]
[Client Address]

Re: Legal Opinion Regarding [Subject]

Dear [Client Name],

1. Introduction and Engagement

You have requested our opinion concerning [describe transaction/dispute]. This letter summarizes the facts provided to us, the assumptions made, the legal analysis performed, and our conclusions.

2. Documents Reviewed

• [List agreements, corporate records, statutes, case law, regulatory guidance, correspondence, etc.]

3. Factual Background and Assumptions

• Summary of relevant facts (source and date).
• Assumptions relied upon (accuracy of documents, authority of signatories, absence of undisclosed facts).
• Limitations on scope (jurisdictions, subject matter, time constraints).

4. Questions Presented

1. [Legal question 1]
2. [Legal question 2]

5. Applicable Law

• Identify controlling statutes, regulations, case law, administrative guidance, and interpretive materials.
• Discuss jurisdictional considerations and potential conflicts of law.

6. Analysis

Question 1

• Apply relevant law to assumed facts.
• Address counterarguments, uncertainties, and interpretive risks.
• Evaluate likelihood of enforcement/compliance issues.

Question 2 (if applicable)

• Provide similar analysis.

7. Opinion and Qualifications

• Provide concise conclusion for each question, specifying level of confidence (e.g., "It is our opinion that…" or "It is more likely than not that…").
• State any conditions or qualifications (e.g., pending legislation, potential factual developments, reliance on client-provided information).
• Clarify that opinion is limited to laws of [State/Country] and does not cover tax, securities, or other specialized areas unless stated.

8. Reliance and Use of Opinion

• Intended recipients (client, lenders, investors) and whether opinion may be relied upon by third parties.
• Prohibit distribution or reliance beyond designated parties without written consent.

9. Updates and Continuing Obligations

• No obligation to update opinion for changes in law or fact after date of letter unless separately engaged.

10. Closing

We appreciate the opportunity to assist you. Please contact us with any questions or if you require additional analysis.

Sincerely,

[Attorney Name]
[Title], [Firm Name]
[Address]
[Phone]
[Email]

Disclaimer: This opinion is provided subject to the qualifications and limitations described above and is not a guarantee of outcome.