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An opinion letter, also called a legal opinion, is a letter issued by a legal counsel that facilitates a lenders due diligence process in a transaction. The opinion letter is used in credit analysis to help determine whether to lend to a borrower or not.
In law, a legal opinion is in certain jurisdictions a written explanation by a judge or group of judges that accompanies an order or ruling in a case, laying out the rationale and legal principles for the ruling.
A standard form to be used as a starting point for drafting an opinion to an issuers transfer agent in connection with a sale by an affiliate of the issuer of restricted stock in reliance on the safe harbor from registration under the Securities Act of 1933 provided by Rule 144 under the Securities Act.
It points to the key difference between a legal opinion and legal advicei.e., that a legal opinion is an attorneys analysis based on past or present facts, while legal advice is an attorneys counsel and guidance as to what future actions the client should take.
The opinion usually contains the following elements: name of the judge who wrote the opinion, statement of facts, the legal issues implicated, the courts rationale and holding, and dicta.
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A demand letter is designed to persuade the reader to act in a manner that benefits the client, for example, to pay a debt. The body of a demand letter is similar to the body of an opinion letter. The major difference is that the law and analysis are drafted in a persuasive manner.
Legal letters may inform, advise, confirm information, or demand action. You should determine the purpose and the audience of your letter before you begin to write. Legal letters are different from other types of legal writing because they dont have a rigid struc- ture.
Enforceability Opinion means a reasoned opinion of Sellers outside legal counsel in a form reasonably acceptable to, and addressed to, Buyer as to the enforceability and due authorization of this Agreement.
What Is Rule 144? Rule 144 is a regulation enforced by the U.S. Securities and Exchange Commission (SEC) that sets the conditions under which restricted, unregistered, and control securities can be sold or resold.
The purpose of a legal opinion in a transaction is to provide an additional layer of assurance to the party receiving the opinion. In loan transactions in the United States, it is customary for the borrowers counsel to provide an opinion to the lender (but not vice versa).

rule 144 opinion letter sample