The following Banking & Finance practice note provides comprehensive and up to date legal information covering:
Legal opinions are one of the key documentary conditions precedent in loan transactions. The legal opinion is a letter which sets out opinions as to matters of law. It does not cover factual matters.
It is common practice to use legal opinions in the vast majority of finance transactions. This information enables the addressee of the legal opinion to assess the legal risks involved in a transaction and decide how best to move forward.
For more information, see What is a legal opinion? and When do you use a legal opinion?
In the vast majority of loan transactions, an English law legal opinion will be required. In transactions which involve a cross-border element a local law legal opinion from each relevant jurisdiction will also be required.
A legal opinion in a bilateral transaction will be provided:
from the English law firm or the local law firm acting for the lender
to the lender
A legal opinion in a syndicated transaction will be provided:
from the English law firm or the local law firm acting for the syndicate of lenders
to the facility agent for itself and the facility agent as agent for all the finance parties—note that the wording of the legal opinion will often restrict which lenders can rely on it (typically limited to the original lenders and parties that become lenders
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This Practice Note considers proprietary estoppel from a generic standpoint.For industry specific guidance on proprietary estoppel, see Practice Notes:•Estoppel and property law•Mortgages by estoppelProprietary estoppel—what is it?Unlike the other forms of estoppel (see Practice Note: Estoppel—what,
This Practice Note examines:•why negative pledge clauses are used in commercial transactions •the consequences of breaching negative pledge provisions•how negative pledges are viewed in the context of security and quasi-security, and•key considerations when drafting a negative pledge clauseWhere
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This Practice Note considers the doctrine of forum non conveniens, also referred to as the appropriate forum or the proper place for a dispute to be determined. This doctrine is of relevance when determining whether the courts of England and Wales have jurisdiction to hear a dispute and is applied
0330 161 1234
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