Often in the course of commercial transactions, lawyers provide written legal opinions to the other parties as a condition of closing. The opinion can assist the lender to decide whether or not to advance funds to finance, or the purchaser or vendor whether to proceed to close the transaction.
Whether giving or requesting the opinion, settle the form early to avoid a last minute crunch. It is incumbent on the lawyer not to insist upon receiving opinions which are unreasonable or to refuse to provide opinions which are reasonable in the circumstances. Do not create unwarranted assumptions that make a qualified opinion look “clean”. Do not rely on the veracity of certificates from third parties that cause you concern. Do prepare a memorandum to file which backs up the opinions you have given. This will provide those who come later with a fixed record of the investigations and procedures to evidence the standard of care.
The Solicitors’ Legal Opinions Committee established under the Solicitor’s Practice Committee of the BC Law Society was formed in 1989 to review the parameters of opinions, with a view to providing guidance to the profession. Their “Statements” can be reviewed in detail in “Legal Opinions”, Advising British Columbia Businesses (looseleaf, TheContinuing Legal Education Society of BC). A sample letter pertaining to commercial transactions generally is attached as Appendix K.