Every institutional CRE loan requires them. We issue entity, enforceability, and UCC opinions under New York law — prepared in accordance with ABA and TriBar customary practice, with published pricing and a guaranteed turnaround. Additional state admissions in progress.
Prepared under ABA and TriBar customary practice for CMBS, agency, and portfolio transactions.
We issue the full range of closing opinions required by institutional lenders, CMBS servicers, and rating agencies — prepared under ABA and TriBar standards and customary practice.
Confirms that the borrower or guarantor entity is duly formed, validly existing, and in good standing under the laws of its state of formation. Covers the entity's power and authority to execute, deliver, and perform its obligations under the transaction documents.
Confirms that the loan documents constitute valid, binding, and enforceable obligations of the borrower under applicable state law — subject to standard qualifications for bankruptcy, equity, and generally applicable law. Required on most institutional CRE loans.
Analyzes whether a borrower structured as a special-purpose entity would be substantively consolidated with its equity owners or affiliates in a bankruptcy proceeding. Required on virtually all CMBS transactions and many large portfolio loans, regardless of where the property is located.
Confirms the SPE provisions in the borrower's organizational documents are enforceable under applicable law and that the entity cannot voluntarily file for bankruptcy without independent director consent. Standard requirement on CMBS and conduit loans.
Opines that the LLC will not dissolve upon the death, withdrawal, or bankruptcy of its sole member, and that the LLC's operating agreement provisions protecting against dissolution are enforceable under state law. Commonly required on CMBS and agency transactions.
Covers the enforceability of security agreements, the effectiveness of UCC financing statements as fixture filings, and lien priority on personal property collateral. Required when the collateral includes fixtures or personal property material to the transaction.
Complete our intake form with entity details, deal documents, jurisdiction, and lender requirements. Engagement letter issued immediately — no attorney-client relationship exists until signed.
Send organizational documents, certificates of good standing, loan documents, and any lender opinion requirements. Our checklist specifies exactly what's needed — nothing more.
Our attorney reviews all materials against ABA and TriBar opinion guidelines and the specific requirements of each jurisdiction. The opinion speaks as of the date of delivery and covers only the law expressly addressed.
PDF and Word format, delivered digitally. Archived in your account. The opinion may be relied on only by its named addressee and any other party we expressly authorize in writing.
Covers the full scope required by your lender's form — entity, enforceability, UCC, and all opinion points — for a single entity in a single state.
Multi-state and multi-entity transactions require one letter per jurisdiction, at the same flat rate.
No retainer, no hourly billing. Upon payment confirmation, your signed letter is released automatically.
National Opinion Counsel is admitted in New York and issues opinions under New York law. Additional state admissions are in progress and will be added as obtained.
Practicing in a state not listed? Contact us — we may be able to help or refer you to qualified local counsel.
Closing opinions are governed by the customary practice of lawyers who regularly give and review them. Every letter we issue follows the authoritative frameworks the industry relies on.
National Opinion Counsel is a boutique law firm focused exclusively on legal opinion letters for commercial real estate and finance transactions. We do not handle leases, disputes, or general corporate matters. Opinions are all we do.
Licensed and in good standing in New York. UBE score qualifying for transfer to multiple additional jurisdictions. Bar admission applications filed and in process.
Every letter prepared against the ABA Real Estate Finance Opinion Reports, the ABA Core Opinion Principles, and applicable state bar opinion guidelines. Accepted by institutional lenders, CMBS servicers, and rating agencies.
Our attorney's practice is built around CRE transactions — representing lenders and borrowers across asset classes. Opinion letters are not a side service. They are the entire practice.
Specialty professional liability coverage for opinion letter practice will be bound with an A-rated carrier before any letter is issued.
Consistent with professional standards, an attorney-client relationship is only established upon execution of an engagement letter. This website does not constitute legal advice.
Every letter follows the ABA Statement of Opinion Practices, the ABA Mortgage Loan Opinion Report, and the TriBar Opinion Committee reports. Opinions speak as of their date, cover only the law expressly addressed, and may be relied on only by their named addressees.
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