Debt securities and legal opinions
Debt securities and legal opinions

The following Banking & Finance guidance note provides comprehensive and up to date legal information covering:

  • Debt securities and legal opinions
  • What are legal opinions?
  • When are legal opinions given?
  • Who provides legal opinions?
  • What issues do legal opinions address?
  • Who can rely on a legal opinion?
  • Assumptions
  • Qualifications
  • 10b-5 letters

BREXIT: As of 31 January 2020, the UK is no longer an EU Member State, but has entered an implementation period during which it continues to be treated by the EU as a Member State for many purposes. As a third country, the UK can no longer participate in the EU’s political institutions, agencies, offices, bodies and governance structures (except to the limited extent agreed), but the UK must continue to adhere to its obligations under EU law (including EU treaties, legislation, principles and international agreements) and submit to the continuing jurisdiction of the Court of Justice of the European Union in accordance with the transitional arrangements in Part 4 of the Withdrawal Agreement. For further reading, see: Brexit—introduction to the Withdrawal Agreement. This has an impact on this Practice Note. For guidance, see Practice Note: Brexit—impact on finance transactions—Brexit planning and impact—key issues for debt capital markets transactions and Brexit—impact on finance transactions—Derivatives and debt capital markets transactions—key SIs.

What are legal opinions?

In debt capital markets transactions, legal opinions are formalised letters of legal advice which have two main functions:

  1. to provide a checklist of the legal matters which are fundamental to the legality of the offering and distribution of the securities and the enforceability of the transaction documents and the securities, and

  2. to confirm that the