The first step to writing an attorney opinion letter is to read the instructions carefully. Then, you should make a summary of the facts to lay a solid foundation for the letter. You should organize your documents in an organized manner so that you can focus on the most important ones first. Write down basic facts and figures, make chronologies, and note any gaps in your knowledge. In the end, you’ll have a clear and concise explanation of the facts and circumstances.

Formal opinion

Before drafting a Formal Attorney Opinion Letter, make sure you have all of the necessary documents ready. First, read the instructions carefully. Organize the documents in an orderly fashion and start with the most pertinent ones. Make a chronology of key facts and figures, and make notes on any areas where more information is needed. Then, review the documents one more time, taking note of any errors or discrepancies.

Include in your request the legal issues that are relevant to the case. If you are asking for an opinion on a particular issue, make sure to include all material facts. If there is a possibility of litigation, disclose the nature of it, including any documents evidencing the potential for litigation. Be aware that litigation can develop while your request is pending, so make sure to notify staff in the office and include all documents in your request.

Third-party opinion

The ABA and Foundation have issued a Statement on Third-party Attorney Opinions, which is intended to simplify the practice of drafting and issuing third-party attorney opinions. The Statement makes clear that many of the legal assumptions that are commonly expressed in law firms’ forms of third-party opinions are valid, and that bankruptcy and equitable principles limitations apply whether explicitly enumerated or not. In addition, the ABA and Foundation Statement emphasizes the importance of communicating with clients and other professionals regarding the use of third-party attorney opinion letters.

The third-party attorney opinion letter is generally given by a lawyer who represents a client. It is not necessarily a legal opinion, and in some circumstances, the law firm that provided the opinion may not be involved in the transaction. The transaction may occur in a jurisdiction other than Ontario. For example, counsel in Ontario may be asked to provide an opinion regarding a guarantee provided by a Canadian subsidiary to its U.S. parent, which is seeking financing through a syndicate of U.S. lenders.

Legal analysis

An attorney opinion letter provides legal advice to a client. It can be used to prove a point or to confirm that a party can perform its obligations. It may be helpful to analyze the letter and identify its components. Its basic components include the scope of the opinion, identification of the applicable state laws, documents analyzed, and due diligence. Its content should also contain legal conclusions and a disclaimer, which should state that the opinions are based on documents and current law. It should also include a list of documents provided by the client.

An attorney opinion letter should start with an introduction, a summary of the facts, and the legal issues. Then, it should have a specific opinion. A sample legal analysis letter will explain how the contents should be structured. It should reflect the intended recipient and side. In addition, the letter should be concise and clearly describe the purpose. If the letter is meant for a client, it should address their specific objectives and needs. It should also identify all material issues.


An attorney opinion letter may contain certain assumptions or limitations. In the Dechert case, the court relied on express assumptions and limitations and concluded that they were not arbitrary or excessive. The Dechert decision offers some reassurance to business lawyers: it is not a waste of time to clarify the scope of an opinion letter. After all, the party to the contract is likely to be a sophisticated party, and counsel should understand the implications of the agreement.

The reliance limitation in an opinion letter may specify the parties who may rely on the opinion letter. For example, a lender may request that a firm rely on an opinion provided to it in connection with an acquisition or concurrent offering of equity securities. In such a case, the firm providing the opinion must furnish a “reliance letter” to the lender. An example of this type of letter is included in Appendix C.

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