In preparing the report, an attempt was made to involve a large group of lawyers in the review and comments to ensure that it reflected a broad consensus on what constitutes common legal opinions of third parties in Florida. “The report also includes an illustrative form of consultant attestation that can be used with any form of op-ed,” Schwartz said, adding that the forms are commented on with guidance and references to sections of the report that describe more information about Florida`s usual practice regarding such an opinion. The report provides guidance to Florida attorneys who prepare third-party legal opinions, Florida and non-state attorneys who receive third-party legal opinions from Florida attorneys on behalf of their clients, the nature and significance of the content of the legal opinions, and the recommended care in preparing those opinions. The report is accompanied by four explanatory opinions: (i) a form of opinion letter for a trade credit transaction; (ii) a form of opinion letter for a credit transaction secured by immovable property; (iii) a form of letter of representation used in connection with the offer of shares of a Florida company; and (iv) a form of expert opinion used in a credit transaction where Florida Counsel is acting as a local attorney. The report also includes an illustrative form of the lawyer`s certificate, which can be used in the preparation of legal advice by third parties. These illustrative forms are accompanied by guidelines and cross-references to sections of the report that describe additional information about Florida`s practice with respect to these views. However, these explanatory forms have not yet been revised or updated to reflect the first addition. • Deals with opinions on certain important areas of business practice, including opinions relating to the issuance of securities, opinions relating to guarantees under the Uniform Commercial Code and opinions relating to real estate transactions. The ongoing objective of the Committee is to assist Florida practitioners in preparing commonly requested and delivered third-party legal opinions in connection with the completion of transactions in Florida and to provide a forum to assist Florida practitioners with new legal advice arising from changes in applicable law and/or customary practice in the State of Florida. The purpose of this website is to provide easy access to reports and other documents useful in the practice of opinion free of charge for non-commercial purposes.
The ABA Business Law Section Legal Advisory Committee and the TriBar Advisory Committee have published influential reports that have shaped the practice of opinion for more than two decades. In recent years, the Federal Securities Law Advisory Subcommittee of the Federal Securities Regulation Section Committee has begun to issue authoritative reports, and other section committees may issue reports of practical interest in the future. Law firms and legal departments are encouraged to permanently link their internal websites to this resource. The project, a collaboration of the legal standards committees of both sections, is designed to provide advice to Florida lawyers who prepare third-party legal opinions for Florida and out-of-state attorneys who receive third-party legal advice from Florida attorneys on behalf of their clients. It deals with the nature and importance of the content of legal opinions and sets out the care required for the preparation of such opinions. • Describes the meaning of the appeal or declaration of enforceability and describes the qualifications required for notices of appeal that should be included in notices provided by Florida Counsel in accordance with Florida usual Florida practice. Schwartz said the report also included four illustrative reporting forms, including a report letter form to be used in a commercial loan transaction; a form of opinion to be used in a credit transaction secured by immovable property; a form of representation letter used in connection with the issuance of shares by a Florida corporation; and a form of appraisal letter used in a loan transaction when Florida Counsel acts as a local attorney. Since its adoption, the report has been widely accepted by practitioners in Florida, and the illustrative forms included in the report are typically used by Florida attorneys to prepare third-party legal opinions. Over the years, various state and local lawyers` organizations have published reports on legal opinions.
Below you will find links to some recent reports as a research aid for those concerned with opinion practice. In establishing these links, the Legal Advisory Committee does not represent that they are all existing reports, does not undertake to update these links when the reports are modified or republished, and does not necessarily endorse the content of these reports. “This is the kind of product that we hope will be really useful to avocados in Florida every day,” Schwartz said. “Our goal is to put it in a position where everyone has access to it — has it on their desk, so to speak — and can pick it up and not just understand the opinions, but understand what`s underneath the opinions, what they need to do to support the opinions, what the law requires of them.” • Includes opinion reports, “modular” opinions on the applicability of a contract, including sections on opinions on the status and organization of the company, approval of Florida operations, entity authority, transaction approval, performance and delivery, absence of breach, breach or omission, and any required regulatory approvals or approvals. Schwartz said the steering committee reviewed all of the feedback received and made changes that significantly improved the report by making it clearer, more precise and more useful. The process began in September 2006 when a governance and drafting committee was established, composed of members of the Business Law Section Committee and the PTLPR Section Committee. The authors met regularly and finalized an “exposure draft” in January 2010, which was then approved by the Executive Council of each section and distributed to members of both sections and others across the country who are aware of the legal opinion practices of third parties. The committees also held a public forum on the report, where interested parties had an opportunity to comment, and held half-day seminars on customary practices in Florida to inform lawyers about the report. • Provides guidance on how to make claims under Florida law regarding usury and choice of law. The report, as well as the editable uncommented Microsoft Word versions of the illustrative forms accompanying the report, can be downloaded from the website of the Business Law Department in flabizlaw.org and the website of the Department of Real Estate, Estates and Trusts in www.rpptl.org.
• Provides advice on issues common to all third-party legal advice from Florida attorneys and issues to consider when practicing as a local attorney. Schwartz said more than 40 lawyers from across the state participated in the preparation of the report as members of the Legal Advisory Standards Committee of the Business Law Section and the Legal Advisory Committee of the Real Property, Estates and Trust Law Section. “The committees believe that the report represents a significant step forward in the guidelines available for third-party legal advice in Florida and will be of great benefit to business lawyers in our state,” said Philip B. Schwartz of Miami, Chair of the Legal Advisory Standards Committee of the Business Law Section and Chair of the Steering Committee (composed of members of the Business Law Division Committee and of the RPPTL Committee). who led the effort. The more than 200-page report, which has been in preparation for five years, updates and consolidates into a single integrated report all legal advice standards previously published by the Business Law and RPPTL sections. Letter to Standards Committee members for advice July 2022 Click here to download a copy of the “Report on Third-Party Legal Opinion Customary Practice in Florida, dated December 3, 2011”. The original report and the first supplement are collectively referred to as the “report”. “It was an effort of a lot of people, but it was also an effort that, from a process perspective, was looked at very carefully,” Schwartz said.