The set of business processes and activities that enable an in-house legal department to serve its organisation more effectively by applying business and technical practices to the delivery of legal services. Legal ops is the management of all the functions that take place in the legal department that are separate from the substantive delivery of legal advice and which enable legal professionals to focus on providing legal advice.

Lawyers are likely to nod wisely when a reference is made to ‘legal operations’ and to quickly change the subject, either because of uncertainty about what the term actually relates to or feelings of nervousness stemming from a fear of change. This Practice Note aims to help you to understand what the term ‘legal operations’ means, the areas it covers and the ways in which implementing legal operations practices to a greater or lesser extent within your legal department could be beneficial to your legal team and to your organisation. The Practice Note, together with further Practice Notes which dive deeper into each area of legal operations, are designed to inform in-house lawyers who wish to derive some of the benefits of legal operational efficiency, but do not currently have the organisational support or budget to engage a dedicated legal operations team. The Practice Notes are therefore aimed at in-house lawyers working as a small department in small to medium-sized organisations. Organisations in highly regulated business sectors, however small, will probably require a high level of specialist

This Practice Note summarises the key takeaways from ‘The 6 C’s of legal operations (legal ops)’ video series featuring Stephanie Harmon, Head of Legal Operations Consulting at Norton Rose Fulbright, and published by Crafty Counsel. The six C’s of legal ops are: • (1) cost effectiveness • (2) consolidation • (3) consistency • (4) change management • (5) collaboration • (6) challenge Cost effectiveness Video To view the video, go to: Crafty Counsel video: Cost effectiveness for in-house legal. Key takeaways In-house lawyers play a crucial role in ensuring the cost-effectiveness of their legal operations. By understanding their costs and demonstrating the value they deliver they can move away from being seen as a cost centre and towards being recognized as a strategic enabler. Cost-effectiveness is about saving or making a lot of money in comparison to the cost. In the context of legal operations, it means delivering value while optimising resources. Demonstrating cost-effectiveness is essential for in-house lawyers who want to be perceived as strategic enablers rather than cost centres.

[ To be printed on the headed paper of the lender’s lawyers ] To: [insert name and address of Lender] [insert date] Dear [insert name of Lender] [ Matter name/reference ] We have acted as legal adviser on English law to [insert name of lender] (the Lender) in connection with the provision of financing to [insert name of borrower, company number and registered office] (the Borrower) for a secured [and guaranteed ] [term loan and revolving credit facility] [describe facilities] of £ [insert amount] (the Transaction) and the negotiation, preparation, execution and completion of the documentation described in Schedule 1 (Documents examined) Paragraph 1 (Opinion Documents) (the Opinion Documents). We are providing this opinion letter to you, the Lender, pursuant to [Schedule 2] (Conditions Precedent) of the facility agreement between the Lender, the Borrower, [and Obligors] dated [insert date] (the Facility Agreement). [In this opinion letter, the Borrower, [insert name of parent company providing guarantees and security] (the Parent) and [insert name(s) of any other company/companies providing guarantees and security], are together referred to as

[ To be printed on the headed paper of the lender’s lawyers ] To: [insert name and address of Lender] [insert date] Dear [insert name of Lender] [ Matter name/reference ] We have acted as legal adviser on English law to [insert name of lender] (the Lender) in connection with the provision of financing to [insert name of borrower, company number and registered office] (the Borrower) for a [term loan and revolving credit facility] [describe facilities] of £ [insert amount] (the Transaction) and the negotiation, preparation, execution and completion of the documentation described in Schedule 1 (Documents examined) Paragraph 1 (Opinion Document) (the Opinion Document). We are providing this opinion letter to you, the Lender, pursuant to [Schedule 2] (Conditions Precedent) of the facility agreement between the Lender and the Borrower dated [insert date] (the Facility Agreement). Capitalised terms used in this opinion letter but not defined in this opinion letter have the meanings given to them in the Facility Agreement. A reference to a Schedule is to a schedule to this opinion letter and reference to a paragraph

[ To be printed on the headed paper of the lender’s lawyers ] To: [insert name and address of Lender] [insert date] Dear [insert name of Lender] [ Matter name/reference ] We have acted as legal adviser on English law to [insert name of lender] (the Lender) in connection with the provision of financing to [insert name of borrower, company number and registered office] (the Borrower) for a secured [and guaranteed] [term loan and revolving credit facility] [describe facilities] of £ [insert amount] (the Transaction) and the negotiation, preparation, execution and completion of the documentation described in Schedule 1 (Documents examined) Paragraph 1 (Opinion Documents) (the Opinion Documents). We are providing this opinion letter to you, the Lender, pursuant to [Schedule 2] (Conditions precedent) of the facility agreement between the Lender and the Borrower, [and Obligors] dated [insert date] (the Facility Agreement). [In this opinion letter, the Borrower, [insert name of parent company providing guarantees and security] (the Parent) and [insert name(s) of any other company/companies providing guarantees and security], are together referred

[Headed notepaper of law firm issuing the opinion] [insert name and address of Lender] [insert date] Dear [insert name of Lender] Facility Agreement dated [insert date] between [insert name of lender] (the Lender) and [insert name of borrower] (the Borrower) (the Facility Agreement) We refer to [insert number of clause which requires delivery of legal opinion] of the Facility Agreement. This opinion is given in satisfaction of that clause. Unless otherwise defined in this opinion, defined terms in the Facility Agreement shall have the same meanings when used in this opinion. This opinion is governed by English law and is subject to the exclusive jurisdiction of the English courts. 1 Background 1.1 This opinion is given in relation to the English law aspects of a transaction (the Transaction) by which [insert description of transaction]. 1.2 We have acted as English law legal advisers to [insert name of clients] in relation to the Transaction. 1.3 This opinion is limited to matters stated in paragraph 3 below and is given only in relation to English law as at the date of this opinion. 2 Documents examined

An opinion given by a film producer’s solicitors in circumstances where a lender is entering into a loan agreement with a producer of a film. The opinion usually contains due diligence information and assurances in relation to the producer.

An opinion given by a film producer’s solicitors in circumstances where a lender is entering into a loan agreement with a producer of a film. The opinion usually contains assurances regarding chain of title in respect of the underlying rights in the film and the producer’s right to grant rights including distribution rights in relation to the film.

[Firm Letterhead] [[Insert name]] [[Insert name]] [[Insert name]] [c/o [Insert name]] [[Insert name]] Re: [Insert name of matter] Dear [insert text] We have acted as counsel to [insert name of company], a [insert nature of company] (the Company), in connection with the registration under the Securities Act 1933, as amended (the Securities Act), of (i) [insert amount of shares] shares (the Firm Shares) of the Company's common stock, par value $[insert amount] per share (the Common Stock), and (ii) up to an additional [insert number of shares]shares of Common Stock (the Option Shares), pursuant to an overallotment option granted by the Company to the underwriters listed on Schedule I hereto (the Underwriters), and the public offering thereof pursuant to an underwriting agreement, dated [insert date], by and among Company and the Underwriters (the Underwriting Agreement). This opinion is delivered pursuant to Section [insert section number] of the Underwriting Agreement. Capitalised terms not otherwise defined herein have the meanings ascribed to them in the Underwriting Agreement. The Firm Shares and the Option Shares are collectively referred to herein as the Shares. In

[[Insert name]] [[Insert name]] [[Insert name]] [[Insert name]] [c/o [Insert name]] [[Insert name]] Dear [insert text] We have acted as your counsel in connection with the purchase by you of [insert number of shares bought] shares of Common Stock (each a Share and collectively, Shares) of [insert name of issuing company], a [insert nature of issuing company](the Company), pursuant to that certain Underwriting Agreement dated [insert date] (the Underwriting Agreement), by and among the Company and the several underwriters named in Schedule [insert Schedule number] to the Underwriting Agreement (the Underwriters). This opinion is being furnished pursuant to Section [insert section of Underwriting Agreement] of the Underwriting Agreement. Unless otherwise defined herein, capitalised terms used herein shall have the meanings ascribed thereto in the Underwriting Agreement. In rendering the opinions contained herein, we have examined the following documents: 1 executed counterpart copies of the Underwriting Agreement; 2 the [Certificate OR Articles] of Incorporation of the Company, certified by the [insert name of certifying body], and the Bylaws of the Company, certified by the Secretary of the Company; 3 the records of the proceedings of the Board of Directors of the Company with

What is a legal opinion and when are they given? A legal opinion is a formal opinion expressing a view on legal matters relevant to a transaction. As described further below, legal opinions will typically cover a number of different aspects of a transaction and the scope of the opinion will vary on a case by case basis. This Practice Note is focused on opinions relating to matters of English law. Transactions involving parties or assets located in different locations will often need multiple legal opinions covering matters pertinent to each relevant jurisdiction. English lawyers have historically given formal legal opinions only to their own clients and have been very reluctant to provide opinions for the benefit of third parties, particularly where such third party is represented by English counsel. This approach is taken on the basis that another party should ordinarily obtain whatever legal comfort it requires as to English law from its own counsel. Also, where a firm gives a legal opinion to a party to a transaction