Legal Opinion Template

Use this template to structure a formal legal opinion for a client or transaction party. Copy it from this page and complete one template per opinion.

What is a legal opinion?

A legal opinion is a formal document prepared by an attorney that provides a professional assessment of a legal issue based on the applicable law and the facts presented. Unlike a legal brief, a legal opinion is not filed with a court - it is delivered to a client or transaction party who needs to rely on it for a specific purpose.

The template

Legal Opinion Template

LEGAL OPINION

[FIRM LETTERHEAD]

Date:
[Date]
Opinion number:
[Reference number]
To:
[Name and address of recipient] [Organisation]
Re:
[Subject matter of the opinion - brief description of the legal issue being addressed]

IMPORTANT NOTICE

This opinion is delivered solely for the benefit of the addressee named above and may not be relied upon by any other person or for any other purpose without the prior written consent of this firm.

This opinion is limited to the laws of [jurisdiction] as in effect on the date of this opinion. We express no opinion as to the laws of any other jurisdiction.

SECTION 1 - SCOPE AND PURPOSE

You have requested our opinion regarding:

[State the specific legal question or questions this opinion addresses]

This opinion is prepared in connection with:

[State the transaction, matter, or circumstance that requires this opinion - for example: the proposed acquisition of [company] / the financing agreement dated [date]]

SECTION 2 - DOCUMENTS REVIEWED

In preparing this opinion we have reviewed and relied upon the following:

Document 1:
[Name and date]
Document 2:
[Name and date]
Document 3:
[Name and date]
Document 4:
[Name and date]

We have assumed that all documents provided to us are genuine, complete, and accurate and that all signatures are authentic.

SECTION 3 - ASSUMPTIONS

For the purposes of this opinion we have assumed the following:

  • All parties have the legal capacity to enter into the relevant transaction
  • All corporate authorisations and approvals required have been duly obtained
  • The documents reviewed represent the complete and final agreements between the parties
  • There are no side agreements or arrangements that would affect the matters covered by this opinion
  • All factual information provided to us is accurate and complete

[Add further assumptions as relevant to the specific transaction or matter]

SECTION 4 - RELEVANT FACTS

[Summarise the facts that are relevant to the legal question. Include only facts that directly affect the legal analysis. Reference the documents in Section 2 where relevant.]

SECTION 5 - LEGAL FRAMEWORK

This opinion is governed by and construed in accordance with the laws of [jurisdiction].

Relevant legislation:

[List applicable statutes and provisions]

Relevant case law:

[List key cases that govern the issue]

Relevant regulations:

[List applicable regulations]

SECTION 6 - ANALYSIS

Issue 1 - [State the first legal issue]:

[Provide a detailed analysis of how the law applies to the facts. Structure as: - What the law requires - How the facts satisfy or do not satisfy that requirement - What cases or statutes support the analysis]

Issue 2 - [State the second legal issue]:

[Provide analysis as above]

Issue 3 - [State the third legal issue if applicable]:

[Provide analysis as above]

SECTION 7 - OPINION

Based on the foregoing analysis and subject to the qualifications and limitations set out in Section 8, it is our opinion that:

Opinion 1:

[State the conclusion on the first legal issue clearly and without ambiguity]

Opinion 2:

[State the conclusion on the second legal issue]

Opinion 3:

[State the conclusion on the third legal issue if applicable]

SECTION 8 - QUALIFICATIONS AND LIMITATIONS

This opinion is subject to the following qualifications:

  • This opinion is limited to the specific questions set out in Section 1 and should not be read as expressing any opinion on any other matter
  • This opinion is based on the law as it stands at the date of this opinion and we accept no obligation to update it if the law changes
  • This opinion is not a guarantee of outcome - it represents our professional assessment based on the information available to us
  • We have not conducted independent verification of the facts provided and our opinion is given on the basis that the facts are as represented to us
  • This opinion may not be relied upon for any purpose other than that stated in Section 1

[Add further qualifications as required]

SECTION 9 - SIGN-OFF

Yours faithfully,

Firm name:
Attorney:
Bar number:
Address:
Email:
Phone:
Date:

FOR INTERNAL USE ONLY

Prepared by:
Name:Date:
Reviewed by:
Name:Date:
Partner sign-off:
Name:Date:
File number:
Retention period:

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What this template covers

  • Important notice

    reliance limited to named recipient only

  • Scope and purpose

    specific legal question and the transaction it relates to

  • Documents reviewed

    all documents relied upon with assumption of authenticity

  • Assumptions

    legal capacity, corporate authorisations, complete documents, accurate facts

  • Relevant facts

    concise factual summary tied to documents reviewed

  • Legal framework

    governing jurisdiction, legislation, case law, regulations

  • Analysis

    issue by issue applying law to facts

  • Opinion

    clear stated conclusions per issue subject to qualifications

  • Qualifications and limitations

    scope, reliance, no update obligation, no guarantee

  • Sign-off

    attorney details and date

  • Internal sign-off

    prepared, reviewed, partner approved, file number, retention period

How to use this template

  1. Confirm the scope before drafting

    Agree with the client exactly what legal questions this opinion will address. An opinion that addresses more than requested creates unintended liability.

  2. List every document reviewed in Section 2

    Include only documents you have actually read and relied upon. Do not include documents you have not reviewed.

  3. State your assumptions explicitly in Section 3

    Every legal opinion rests on assumptions. State them clearly - particularly that the facts provided are accurate and complete.

  4. Write the analysis before the opinion

    Complete Section 6 fully before writing Section 7. The stated opinion must follow directly from the analysis.

  5. Limit the opinion in Section 8

    State what the opinion does not cover, that it applies only as at the date given, and that it cannot be relied upon by other parties.

  6. Get partner sign-off before delivery

    Every formal legal opinion must be reviewed and signed off by a partner or senior attorney before it is delivered.

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