Debt securities and legal opinions

Published by a LexisNexis Banking & Finance expert
Practice notes

Debt securities and legal opinions

Published by a LexisNexis Banking & Finance expert

Practice notes
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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 law firm giving the opinion has taken responsibility for the legal matters stated in it

Legal opinions in debt capital markets transactions are highly standardised and there are well established market conventions covering the following:

  1. When are legal opinions given?

  2. Who provides legal opinions?

  3. What issues do legal opinions address?

  4. Who can rely on a legal opinion?

  5. The assumptions and qualifications that may be included in legal opinions.

For more information on legal opinions generally, see Practice Note: Legal opinions—uses, scope and structure.

When are legal opinions given?

Legal opinions are included in the conditions precedent documents to be delivered at closing for:

  1. standalone issues

  2. initial issues under programmes, and

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Jurisdiction(s):
United Kingdom
Key definition:
Debt Securities definition
What does Debt Securities mean?

Debt instruments constituted by a deed under which the borrower agrees with a creditor to repay a loan, usually with interest, within a given time frame.

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