Characteristic Third-Party Opinions

A Note on Handling Information Known to the Opinion Preparer A Note on Handling Excluded Opinions § 9:1 The Three-Set Opinion Pattern § 9:2 Identifying and Defining the Party Whose Status Is at Issue A Note on Entity Formation § 9:3 Opinions as to Entity Status A Note on the Significance of Status Opinions § 9:3.1 Incorporated Status, Organization, and Valid Existence [A] Incorporation [B] Organization Requirements for Commencing Corporate Activity [C] Valid Existence and the Continued Entitlement to Entity Status [D] LLC and Other Non-Corporate Entity Opinions § 9:3.2 Good Standing and Qualification to Do Business [A] State Taxation Enforcement [B] The Key Significance of the Certificates Themselves [C] Formulating the “Doing Business” Opinion Request § 9:4 Claims Including Litigation § 9:4.1 Claims and the Corporate Due Diligence System § 9:4.2 Litigation or Claims Concerning the Transaction § 9:4.3 No-Investigation Opinions § 9:5 Handling “Materiality” as an Opinion Term § 9:6 Opinions About the Transaction § 9:6.1 Contravention of Law § 9:6.2 Breach of Other Agreements § 9:6.3 Governmental Approvals § 9:6.4 Corporate Power and Authority [A] Corporate Power [B] Corporate Authorization and Fiduciary Duty A Note on Fiduciary Duty [C] Other Entity Power and Authority