• PBI Press Book

Pennsylvania Legal Opinion Deskbook (includes CD-ROM)

Available: In Stock
Price: $49.00
Item Code: 04905-BK


This edition of the Deskbook updates and revises the Pennsylvania Third-Party Legal Opinion Report published in 1999, which introduced new model opinions and commentary on corporations, limited liability companies, and limited partnerships. Since 1990, the ABA and several states have issued updated opinion reports. Courts, most notably in the Dean Foods case, have wrestled with the question of whether customary practice is key in determining liability.

The revised Deskbook features an updated, annotated Model Closing Opinion Letter, with the provisions included in text and on CD-ROM. The Letter reflects changes highlighted by Dean Foods and other Opinion reports. It explains the language used and practices customarily followed by Pennsylvania lawyers in rendering and receiving the basic opinions given in most corporate and unsecured banking transactions.

The Deskbook also contains several fundamental statements of national opinion custom and practice, the ABA’s Third-Party Legal Opinion Guidelines and Legal Opinion Principles, and Closing Opinions of Inside Counsel, as well as the TriBar Report and TriBar’s remedies opinion report.

This book is a guide not only to those giving and receiving third-party legal opinions, but also to litigators and judges in determining whether an opinion giver is liable for a third-party legal opinion delivered in a transaction.

Summary of Contents

1) PA Third-Party Legal Opinion Report

Developments in Third-Party Legal Opinion Practice

ABA Opinion Report

Literature on Opinion Customary Practice

PA Third-Party Legal Opinion Report

Model Opinion Letter

Secured Transactions Opinions

Approval of the 1999 Report & Model Opinion Letter

Approval of the Revised Report


Opinions for Corporations

Opinions for Limited Partnerships

Opinions for Limited Liability Companies


2) Model Closing Opinion Letter (Annotated)

Matters Dealt with in the Model Opinion Letter

Definitions Used in the Notes to the Model Opinion Letter

Annotated Text of Model Closing Opinion Letter

Purpose of Opinion Letter; Definitions

Opinion Paragraphs

Basis for Opinion; Qualifications, Limitations, etc.

Optional Paragraphs for Model Closing Opinion Letter

Model Closing Opinion Letter Index

Text of Model Opinion Letter Basic Provisions without Annotations

Optional Paragraphs for Model Closing Opinion Letter

3) Third-Party "Closing" Opinions: A Report of the TriBar Opinion Committee

Article I General Matters

Article II Facts

Article III The Remedies/Enforceability Opinion

Article IV Law Covered by the Opinion Letter

Article V Opinions Beyond the Expertise of the Opinion Giver

Article VI Specific Opinions

4) The Remedies Opinions—Deciding When to Include Exceptions & Assumptions

Determining When to Include Express Exceptions or Assumptions

Applying the Process Described in Part II to Common Contractual Provisions

5) Guidelines for the Preparation of Closing Opinions (including Legal Opinion Principles)

Purpose, Scope, & Reliance



Specific Opinions

Legal Opinion Principles

6) Closing Opinions of Inside Counsel

Opinion Standards for Inside Counsel


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Published: 10/1/2007
Pages: 340
Size: 5.5x8.5


Morris C. Kellett Esq.
Dechert LLP (Phila)
Thomas M. Thompson Esq.
Buchanan Ingersoll & Rooney PC (Pitts)
Mr. Lawrence H. Berger Esq.
Morgan Lewis & Bockius LLP (Phila)
Hon. Joy Flowers Conti
US District Court for the Western District of Pennsylvania