Report on Standards for Third-Party Opinions of Florida Counsel, exposure draft dated January 21, 2010

February 1, 2010

To all:

We are pleased to present the "Report on Standards for Third-Party Opinions of Florida Counsel, exposure draft dated January 21, 2010" (the "Report"). The Report, which is a joint effort of the Legal Opinion Standards Committee of the Business Law Section of The Florida Bar and the Legal Opinions Committee of the Real Property, Probate and Trust Law Section of The Florida Bar, is intended to provide guidance to Florida attorneys who render third-party legal opinions, and to both Florida and out-of-state attorneys who, on behalf of their clients, received third-party legal opinions from Florida attorneys, as to the nature and meaning of the content of legal opinions and to articulate the diligence required to render such opinions.

The Report is not a treatise, but rather is intended to be a practice guide that covers all aspects of third-party legal opinion customary practice in Florida. The Report: (i) includes coverage of opinions that are predicate to the remedies opinion, including sections on opinions on entity status and organization, authorization to transact business in Florida, entity power, authorization of the transaction, execution and delivery, no violation and no breach or default and no required governmental consents or approvals; (ii) describes the Committee's views as to the meaning of the remedies opinion and regarding the qualifications to the remedies opinion that are appropriate to include in opinions rendered by Florida counsel under Florida customary practice; (iii) sets forth the Committees position on the no-litigation confirmation; (iv) addresses opinions on particular substantive areas of commercial practice, including opinions with respect to securities, opinions with respect to collateral under the Uniform Commercial Code and opinions with respect to real estate transactions; (v) addresses opinions under Florida law regarding usury and choice of law; and (vi) includes guidance on matters that are common to all third-party legal opinions rendered by Florida counsel and on matters to consider when acting as local counsel.

The Report includes four illustrative opinion letter forms: (i) a form of opinion letter to be used in a commercial lending transaction; (ii) a form of opinion letter to be used in a real estate lending transaction; (iii) a form of opinion letter to be used in connection with a share issuance by a Florida corporation; and (iv) a form of opinion letter to be used in a loan transaction when acting as local counsel. This Report also includes an illustrative form of certificate to counsel that can be used with each of the forms of opinion letters. These illustrative forms are annotated with guidance and with references to sections of the Report where further information about the Florida customary practice regarding such opinion is described. Unannotated word versions of the illustrative forms will also be posted with the Report for use by Florida attorneys in their opinion practices.

The Report has been approved (subject to comment) by the Executive Council of the Business Law Section and the Executive Council of the Real Property, Probate and Trust Law Section. Between now and June 30, 2010, the Committees are soliciting comments to the Report from attorneys who are knowledgeable about third-party legal opinion practices. The Committees e-mail address for providing comments is FloridaOpinions@gmail.com.

The Committees intend to hold two public forums to solicit comments regarding the Report, one on May 27, 2010 (in conjunction with the Real Property, Probate and Trust Law Section meetings being held on that date) and one on June 24, 2010 (in conjunction with the Business Law Section meetings being held on that date). Further, the Committees are planning to present a half-day CLE program in May 2010 regarding the Report (details to follow in the near future).

Following the comment period, it is expected that the Committees will review the comments received and determine whether to make any additional changes to the Report.

The Committees believe that the Report will be a major step forward in the practice of third-party legal opinions in Florida and a great benefit to corporate and real estate practitioners throughout our state.

If you have any questions, please feel free to contact us at the e-mail addresses set forth below.