[LAW FIRM LETTERHEAD]

FORM OF LEGAL OPINION LETTER

(Universal / Choice-of-Law Template)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
   3.1 Scope of Engagement
   3.2 Documents Examined
   3.3 Assumptions
   3.4 Qualifications
4. Opinion
5. Reliance & Permitted Use
6. Risk Allocation
   6.1 Professional Liability Indemnification
   6.2 Limitation of Liability
7. Dispute Resolution
8. General Provisions
9. Execution Block

[// GUIDANCE: Delete the Table of Contents for short opinions or auto-generate page numbers once finalized.]

1. DOCUMENT HEADER

1.1 Date: [DATE]

1.2 Addressee(s): [NAME(S) AND ADDRESS(ES) OF RELYING PARTY(IES)]

1.3 Re: [SUBJECT MATTER OF OPINION]

1.4 Effective Law: [GOVERNING LAW] (as limited in Section 3.4)

1.5 Opinion Giver: [LAW FIRM NAME], a [STATE] professional corporation (“Firm”).

2. DEFINITIONS

The following capitalized terms have the meanings set forth below. Terms defined in the singular include the plural and vice-versa.

“Applicable Law” means the statutory, regulatory, and decisional law of the Governing Law jurisdiction in effect as of the Opinion Date and, where expressly stated, the federal law of the United States.

“Client” means [CLIENT LEGAL NAME], a [JURISDICTION] [ENTITY TYPE].

“Opinion Date” means the date first written above.

“Transaction Documents” means collectively:
(a) [DESCRIBE PRIMARY AGREEMENT];
(b) [ANY OTHER DOCUMENTS REVIEWED]; and
(c) all exhibits, schedules, and amendments thereto provided to the Firm up to the Opinion Date.

3. OPERATIVE PROVISIONS

3.1 Scope of Engagement

The Firm has been engaged solely to render this opinion letter in connection with the Transaction Documents. No other services are within the scope of this engagement unless expressly agreed in writing.

3.2 Documents Examined

For purposes of this opinion, we have examined originals or certified copies of:
1. The Transaction Documents;
2. The organizational documents of the Client;
3. Certificates of public officials dated [DATE]; and
4. Such other documents as we deemed necessary for the opinions expressed.

[// GUIDANCE: Insert any additional diligence—e.g., litigation searches, UCC filings—as applicable.]

3.3 Assumptions

In rendering this opinion, we have assumed, without independent verification:
a. The genuineness of all signatures and the legal capacity of all natural persons;
b. The authenticity of all documents submitted to us as originals and the conformity to original documents of all copies;
c. That each party to the Transaction Documents (other than the Client) has duly authorized, executed, and delivered those documents;
d. That the Transaction Documents constitute the valid and binding obligations of each party thereto other than the Client; and
e. That there has been no mutual mistake of fact or misunderstanding, fraud, duress, or undue influence in connection with the Transaction.

3.4 Qualifications

a. We express no opinion concerning the laws of any jurisdiction other than the Governing Law and the federal law of the United States.
b. We render no opinion on any municipal ordinance, tax law, antitrust law, securities law, environmental law, or insolvency law except to the limited extent, if any, expressly stated herein.
c. This opinion speaks only as of the Opinion Date and is based on the facts and law then in effect. We undertake no obligation to update or supplement this opinion.

4. OPINION

Subject to the assumptions and qualifications set forth above, and having due regard for such legal considerations as we deem relevant, we are of the opinion that:

1. The Client is duly organized, validly existing, and in good standing under the laws of [JURISDICTION OF ORGANIZATION].
2. The Client has the requisite corporate power and authority to execute and deliver, and to perform its obligations under, the Transaction Documents.
3. The Transaction Documents have been duly authorized, executed, and delivered by the Client and constitute the legally valid and binding obligations of the Client, enforceable against the Client in accordance with their respective terms.
4. The execution and delivery of the Transaction Documents by the Client, and the performance by the Client of its obligations thereunder, will not (a) violate the Client’s organizational documents; (b) violate Applicable Law; or (c) result in a breach of, or constitute a default under, any agreement listed on Schedule [__] attached hereto.

[// GUIDANCE: Add or delete opinion paragraphs to fit the transaction type—e.g., perfection of security interests, non-contravention of court orders, tax status, etc.]

5. RELIANCE & PERMITTED USE

5.1 This opinion is furnished solely for the benefit of the Addressee(s) in connection with the Transaction and may not be relied upon by any other person without the Firm’s prior written consent, except that regulators having jurisdiction over the Addressee(s) may rely upon it to the same extent as if addressed to them.

5.2 Photocopies and electronic copies of this opinion letter shall have the same force and effect as manually executed originals.

6. RISK ALLOCATION

6.1 Professional Liability Indemnification

Each Addressee agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Firm and its personnel from and against all losses, claims, damages, and liabilities (including reasonable attorney fees) to the extent arising from any fraudulent misrepresentation or intentional misconduct by such Addressee in connection with the Transaction.

[// GUIDANCE: Many jurisdictions restrict clients from indemnifying lawyers for their own negligence; limit indemnity to third-party claims or intentional misconduct.]

6.2 Limitation of Liability

The aggregate liability of the Firm, its partners, shareholders, employees, and agents (collectively, the “Firm Parties”) to all Addressees related to this opinion shall not exceed [DOLLAR AMOUNT] or, if lower, the amount recoverable under the Firm’s applicable professional liability insurance policy, except to the extent finally adjudicated to have resulted from the Firm Parties’ gross negligence or willful misconduct.

7. DISPUTE RESOLUTION

7.1 Governing Law. This opinion letter and all disputes arising out of or relating hereto shall be governed by and construed in accordance with the internal laws of the Governing Law jurisdiction, without giving effect to its conflict-of-laws principles.

7.2 Forum Selection. Any claim or action arising out of this opinion shall be brought exclusively in the state or federal courts located in [COUNTY, STATE], and the parties consent to the personal jurisdiction of such courts.

[// GUIDANCE: Omit Sections 7.3–7.4 if arbitration or jury waiver is not desired under client policy.]

8. GENERAL PROVISIONS

8.1 Amendment and Waiver. No amendment or waiver of any provision of this opinion letter shall be effective unless in writing and signed by the Firm and the affected Addressee(s).

8.2 Assignment. No Addressee may assign its rights under this opinion letter without the Firm’s prior written consent.

8.3 Severability. If any provision of this opinion letter is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be interpreted to fulfill its intended purpose to the maximum extent permitted.

8.4 Entire Agreement. This opinion letter constitutes the entire understanding between the Firm and the Addressee(s) with respect to the subject matter hereof and supersedes all prior oral or written communications.

8.5 Counterparts; Electronic Signatures. This opinion letter may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted electronically (e.g., via PDF or secure e-signature platform) shall be deemed original signatures for all purposes.

9. EXECUTION BLOCK

Respectfully submitted,

[LAW FIRM NAME]
By: ____
Name: [ATTORNEY NAME]
Title: [PARTNER / SHAREHOLDER / MEMBER]

ACKNOWLEDGEMENT OF RECEIPT AND AGREEMENT TO SECTIONS 6 & 7

Each undersigned Addressee hereby acknowledges receipt of this opinion letter and agrees to be bound by Sections 6 (Risk Allocation) and 7 (Dispute Resolution) hereof.

[// GUIDANCE: Delete the acknowledgment table if the opinion will be delivered on a “no-signature required” basis, but retain documentary evidence of the Addressees’ acceptance of risk-allocation provisions.]

End of Form Opinion Letter