Q&As

Can an in-house lawyer give a legal opinion for a debt capital markets transaction and if so, what should it cover?

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Published on LexisPSL on 29/04/2015

The following Banking & Finance Q&A provides comprehensive and up to date legal information covering:

  • Can an in-house lawyer give a legal opinion for a debt capital markets transaction and if so, what should it cover?
  • Who should give a legal opinion?
  • What issues should be covered in the legal opinion?
  • Assumptions and qualifications

Can an in-house lawyer give a legal opinion for a debt capital markets transaction and if so, what should it cover?

Who should give a legal opinion?

Although opinions are usually given by external law firms who are advising the managers or dealers, the issuer or the guarantor (if there is one), an in-house lawyer of the issuer may be in a position to provide a legal opinion.

What issues should be covered in the legal opinion?

There are general issues which should be covered in a legal opinion, which can vary depending on which party the legal opinion is being produced for.

The following are issues which should be addressed specifically in relation to the issuer:

  1. due establishment and existence of the issuer

  2. the issuer's capacity and power to enter into the transaction documents and issue the securities

  3. due authorisation by the issuer of the transaction documents and the securities

  4. that the execution of the transaction documents and the issue of the securities do not contravene or conflict with the issuer's constitution or laws applicable to it

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