Opinion of counsel clause: Copy, customize, and use instantly
Introduction
An opinion of counsel clause requires one party to provide a legal opinion from their counsel regarding certain legal matters related to the agreement. The purpose of this clause is to ensure that one party has received legal confirmation of the legality, enforceability, or validity of the terms or actions under the agreement. The opinion can cover a variety of issues, including the legality of the agreement itself, compliance with applicable laws, or the rights of each party.
Below are templates for opinion of counsel clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Opinion of counsel for legality of agreement
This variation applies when a legal opinion is required to confirm the legality of the Agreement.
The [party providing opinion] shall deliver to the [other party] an opinion from its counsel stating that, based on the applicable laws, this Agreement constitutes a valid and binding obligation of the [party providing opinion], enforceable in accordance with its terms.
Opinion of counsel for compliance with law
This variation applies when the legal opinion confirms compliance with laws.
The [party providing opinion] agrees to provide an opinion of counsel confirming that, to the best of their knowledge, the execution and delivery of this Agreement and the performance of its terms do not violate any applicable laws, regulations, or ordinances.
Opinion of counsel for authority to execute the agreement
This variation applies when the legal opinion addresses the authority to execute the Agreement.
The [party providing opinion] shall provide an opinion from its counsel confirming that the individual executing this Agreement on behalf of the [party providing opinion] has the requisite authority to do so, and that all necessary corporate or organizational approvals have been obtained.
Opinion of counsel for enforceability of agreement
This variation applies when the opinion is required to confirm that the Agreement is enforceable.
The [party providing opinion] shall provide an opinion of counsel confirming that this Agreement, when executed, is legally binding and enforceable against the [party providing opinion] in accordance with its terms, subject to general principles of equity.
Opinion of counsel for third-party consents
This variation applies when the opinion confirms that any necessary third-party consents have been obtained.
The [party providing opinion] agrees to provide an opinion from its counsel stating that all necessary third-party consents, approvals, and authorizations required for the execution and delivery of this Agreement have been obtained.
Opinion of counsel for absence of conflict
This variation applies when the opinion confirms that there is no conflict with other agreements.
The [party providing opinion] shall provide an opinion from its counsel confirming that the execution, delivery, and performance of this Agreement will not result in a conflict with, or a breach of, any other agreement, contract, or obligation to which the [party providing opinion] is a party.
Opinion of counsel for absence of litigation
This variation applies when the opinion addresses the absence of ongoing litigation.
The [party providing opinion] shall provide an opinion from its counsel confirming that, to the best of counsel’s knowledge, there is no pending or threatened litigation, arbitration, or other legal proceedings that would materially affect the ability of the [party providing opinion] to perform its obligations under this Agreement.
Opinion of counsel for no adverse tax consequences
This variation applies when the opinion confirms no adverse tax consequences.
The [party providing opinion] shall provide an opinion of counsel stating that, to the best of counsel’s knowledge, the execution and performance of this Agreement will not result in any adverse tax consequences for the [party receiving opinion].
Opinion of counsel for intellectual property ownership
This variation applies when the opinion confirms ownership of intellectual property.
The [party providing opinion] shall deliver an opinion of counsel confirming that it owns, or has the right to use, all intellectual property necessary for the execution and performance of this Agreement, and that such intellectual property does not infringe the rights of any third party.
Opinion of counsel for enforceability of specific clauses
This variation applies when the opinion addresses the enforceability of specific clauses.
The [party providing opinion] shall provide an opinion from its counsel confirming that the provisions regarding [insert specific clauses, such as confidentiality, indemnification, etc.] in this Agreement are enforceable in accordance with their terms under applicable law.
Opinion of counsel for no violation of organizational documents
This variation applies when the opinion confirms no violation of organizational documents.
The [party providing opinion] agrees to provide an opinion of counsel confirming that the execution and performance of this Agreement do not violate any provision of its organizational documents, including its bylaws, charter, or other governing documents.
Opinion of counsel for valid intellectual property licenses
This variation applies when the opinion confirms that intellectual property licenses are valid.
The [party providing opinion] shall provide an opinion of counsel stating that the intellectual property licenses granted under this Agreement are valid, binding, and enforceable, and do not infringe upon any third-party rights.
Opinion of counsel for good standing
This variation applies when the opinion confirms the party is in good standing.
The [party providing opinion] shall provide an opinion of counsel stating that the [party providing opinion] is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation, and has the requisite power and authority to enter into and perform this Agreement.
Opinion of counsel for no contravention of law or regulation
This variation applies when the opinion confirms no contravention of law.
The [party providing opinion] agrees to provide an opinion of counsel confirming that the execution, delivery, and performance of this Agreement will not contravene any applicable law, regulation, or ordinance in the jurisdiction(s) where the [party providing opinion] operates.
Opinion of counsel for sufficient resources to perform obligations
This variation applies when the opinion confirms that the party has the necessary resources.
The [party providing opinion] shall provide an opinion of counsel stating that, to the best of counsel’s knowledge, the [party providing opinion] has the necessary financial resources, equipment, and personnel to fulfill its obligations under this Agreement.
Opinion of counsel for lack of fraud or misrepresentation
This variation applies when the opinion confirms that there is no fraud or misrepresentation.
The [party providing opinion] shall provide an opinion of counsel stating that, based on the information available to them, there is no evidence of fraud, misrepresentation, or deceptive conduct by the [party providing opinion] in connection with the negotiation or execution of this Agreement.
Opinion of counsel for compliance with antitrust laws
This variation applies when the opinion confirms compliance with antitrust laws.
The [party providing opinion] agrees to provide an opinion of counsel confirming that the execution and performance of this Agreement do not violate any applicable antitrust or competition laws.
Opinion of counsel for solvency of the party
This variation applies when the opinion confirms the solvency of the party.
The [party providing opinion] shall provide an opinion of counsel stating that, to the best of counsel’s knowledge, the [party providing opinion] is solvent, able to meet its financial obligations as they come due, and has not filed for bankruptcy or been involved in any insolvency proceedings.
Opinion of counsel for contract execution authorization
This variation applies when the opinion confirms the authorization of the execution of the Agreement.
The [party providing opinion] shall provide an opinion from its counsel confirming that the individual executing this Agreement on behalf of the [party providing opinion] is duly authorized and empowered to execute and deliver this Agreement on behalf of the [party providing opinion].
Opinion of counsel for regulatory compliance
This variation applies when the opinion confirms compliance with regulatory requirements.
The [party providing opinion] agrees to provide an opinion of counsel confirming that the execution, delivery, and performance of this Agreement comply with all applicable local, state, and federal regulations, including, but not limited to, [specific laws or regulations relevant to the industry].
Opinion of counsel for intellectual property rights
This variation applies when the opinion confirms that intellectual property rights are valid and unencumbered.
The [party providing opinion] shall provide an opinion of counsel confirming that it has full and unencumbered rights to all intellectual property necessary for the performance of this Agreement, and that the intellectual property is free from any third-party claims.
Opinion of counsel for no breach of fiduciary duties
This variation applies when the opinion confirms no breach of fiduciary duties.
The [party providing opinion] shall provide an opinion of counsel confirming that the execution, delivery, and performance of this Agreement do not violate any fiduciary duties owed to any shareholders, employees, or other stakeholders under applicable laws.
Opinion of counsel for no violations of securities laws
This variation applies when the opinion confirms compliance with securities laws.
The [party providing opinion] shall provide an opinion from its counsel confirming that the execution and performance of this Agreement do not result in any violation of applicable securities laws or regulations, including but not limited to those governing the issuance or transfer of securities.
Opinion of counsel for authorization and execution of Agreement
This variation applies when the opinion confirms authorization and execution authority.
The [party providing opinion] agrees to provide an opinion of counsel confirming that the execution and delivery of this Agreement have been duly authorized by the necessary corporate or organizational actions and that the individual executing the Agreement has the authority to do so.
Opinion of counsel for no conflict with other obligations
This variation applies when the opinion confirms no conflict with other agreements.
The [party providing opinion] shall provide an opinion from its counsel stating that the execution and performance of this Agreement do not conflict with any of the [party providing opinion]’s other existing contractual obligations, including any other agreements or contracts.
Opinion of counsel for authority to grant rights and licenses
This variation applies when the opinion confirms the authority to grant certain rights.
The [party providing opinion] shall provide an opinion of counsel stating that it has the full legal right and authority to grant the rights, licenses, or permissions outlined in this Agreement, and that such grants do not infringe upon the rights of any third party.
Opinion of counsel for compliance with labor laws
This variation applies when the opinion confirms compliance with labor and employment laws.
The [party providing opinion] shall provide an opinion of counsel confirming that the execution and performance of this Agreement comply with all applicable labor and employment laws, including wage laws, non-discrimination laws, and employee rights regulations.
Opinion of counsel for no violation of government regulations
This variation applies when the opinion confirms that no government regulations are violated.
The [party providing opinion] agrees to provide an opinion of counsel confirming that the performance of this Agreement does not contravene any government regulations or statutes, and that it is fully compliant with any regulatory authority overseeing the subject matter of the Agreement.
Opinion of counsel for tax compliance
This variation applies when the opinion confirms compliance with tax laws.
The [party providing opinion] shall provide an opinion of counsel confirming that the execution and performance of this Agreement comply with all applicable tax laws and regulations, and that no tax liabilities or penalties will arise from the Agreement.
Opinion of counsel for foreign jurisdiction compliance
This variation applies when the opinion confirms compliance with foreign jurisdiction laws.
The [party providing opinion] shall provide an opinion of counsel confirming that the execution and performance of this Agreement comply with all applicable laws and regulations in the jurisdiction(s) in which the [party providing opinion] operates.
Opinion of counsel for absence of financial encumbrances
This variation applies when the opinion confirms the absence of financial encumbrances.
The [party providing opinion] shall provide an opinion from its counsel confirming that there are no financial encumbrances, liens, or claims against the assets or property being transferred under this Agreement, and that the assets are free and clear of any third-party rights.
Opinion of counsel for no breach of privacy laws
This variation applies when the opinion confirms compliance with privacy laws.
The [party providing opinion] shall provide an opinion from its counsel confirming that the execution and performance of this Agreement do not violate any privacy laws, including but not limited to data protection, confidentiality, or consumer privacy regulations.
Opinion of counsel for no breach of confidentiality obligations
This variation applies when the opinion confirms that confidentiality obligations are not violated.
The [party providing opinion] agrees to provide an opinion of counsel confirming that the execution and performance of this Agreement do not violate any confidentiality obligations, non-disclosure agreements, or other restrictive covenants previously entered into by the [party providing opinion].
Opinion of counsel for intellectual property ownership
This variation applies when the opinion confirms the ownership of intellectual property.
The [party providing opinion] agrees to provide an opinion of counsel confirming that it owns all intellectual property necessary to perform its obligations under this Agreement, and that the intellectual property is not subject to any third-party claims or disputes.
Opinion of counsel for absence of adverse legal actions
This variation applies when the opinion confirms that there are no adverse legal actions.
The [party providing opinion] shall provide an opinion of counsel confirming that, to the best of counsel’s knowledge, there are no pending or threatened legal actions, lawsuits, or regulatory investigations that would materially affect the performance of this Agreement.
Opinion of counsel for no violation of anti-bribery or anti-corruption laws
This variation applies when the opinion confirms compliance with anti-bribery and anti-corruption laws.
The [party providing opinion] agrees to provide an opinion of counsel confirming that the execution and performance of this Agreement comply with all applicable anti-bribery, anti-corruption, and anti-money laundering laws and regulations.
Opinion of counsel for compliance with environmental laws
This variation applies when the opinion confirms compliance with environmental regulations.
The [party providing opinion] agrees to provide an opinion of counsel confirming that the execution and performance of this Agreement comply with all relevant environmental laws and regulations governing the subject matter of the Agreement.
Opinion of counsel for corporate good standing
This variation applies when the opinion confirms the party’s good standing.
The [party providing opinion] shall provide an opinion from its counsel confirming that it is in good standing in its jurisdiction of incorporation, has the requisite corporate power and authority to enter into this Agreement, and is authorized to perform its obligations under the Agreement.
Opinion of counsel for compliance with import/export laws
This variation applies when the opinion confirms compliance with import/export laws.
The [party providing opinion] shall provide an opinion from its counsel confirming that the execution and performance of this Agreement comply with all applicable import and export control laws, including restrictions on the cross-border transfer of goods, services, or technology.
Opinion of counsel for validity of contract formation
This variation applies when the opinion confirms the validity of the contract’s formation.
The [party providing opinion] agrees to provide an opinion of counsel confirming that this Agreement has been duly executed, constitutes a valid and legally binding obligation of the [party providing opinion], and complies with all applicable formalities under the relevant laws.
Opinion of counsel for no violation of employee agreements
This variation applies when the opinion confirms no violation of employee agreements.
The [party providing opinion] shall provide an opinion from its counsel stating that the execution and performance of this Agreement do not violate any non-compete, non-solicitation, or other restrictive covenants owed to current or former employees of the [party providing opinion].
Opinion of counsel for authorization to execute documents
This variation applies when the opinion confirms that the party is authorized to execute documents.
The [party providing opinion] shall provide an opinion of counsel confirming that the individual executing this Agreement on behalf of the [party providing opinion] has the requisite authority to execute and deliver this Agreement and any related documents.
Opinion of counsel for compliance with competition laws
This variation applies when the opinion confirms compliance with competition laws.
The [party providing opinion] shall provide an opinion from its counsel confirming that the execution and performance of this Agreement do not violate any antitrust, competition, or unfair trade practice laws or regulations.
Opinion of counsel for regulatory approvals
This variation applies when the opinion confirms all necessary regulatory approvals have been obtained.
The [party providing opinion] agrees to provide an opinion of counsel stating that all necessary regulatory approvals, licenses, permits, or authorizations required for the performance of this Agreement have been obtained and are in full force and effect.
Opinion of counsel for no conflict with existing obligations
This variation applies when the opinion confirms there is no conflict with existing obligations.
The [party providing opinion] shall provide an opinion of counsel confirming that the execution and performance of this Agreement do not conflict with any other existing contractual obligations, including any confidentiality, non-compete, or exclusivity provisions.
Opinion of counsel for intellectual property rights protection
This variation applies when the opinion confirms intellectual property rights are protected.
The [party providing opinion] agrees to provide an opinion from its counsel confirming that the intellectual property rights transferred under this Agreement are adequately protected by law, and that there are no known claims or challenges to such rights.
Opinion of counsel for no adverse regulatory impact
This variation applies when the opinion confirms there are no adverse regulatory impacts.
The [party providing opinion] shall provide an opinion of counsel stating that the execution and performance of this Agreement will not result in any adverse regulatory actions or sanctions from any government agency or regulatory body.
Opinion of counsel for compliance with data protection laws
This variation applies when the opinion confirms compliance with data protection laws.
The [party providing opinion] shall provide an opinion of counsel confirming that the execution and performance of this Agreement comply with all relevant data protection, privacy, and security laws, including regulations governing the collection, use, and sharing of personal data.
Opinion of counsel for financial solvency
This variation applies when the opinion confirms financial solvency.
The [party providing opinion] agrees to provide an opinion of counsel stating that, to the best of counsel’s knowledge, the [party providing opinion] is solvent and able to meet its financial obligations under this Agreement as they become due.
Opinion of counsel for no violation of environmental laws
This variation applies when the opinion confirms compliance with environmental laws.
The [party providing opinion] shall provide an opinion from its counsel confirming that the execution and performance of this Agreement do not violate any applicable environmental laws, regulations, or standards related to the subject matter of this Agreement.
Opinion of counsel for absence of pending litigation
This variation applies when the opinion confirms the absence of pending litigation.
The [party providing opinion] agrees to provide an opinion of counsel confirming that, to the best of counsel’s knowledge, there is no pending or threatened litigation, arbitration, or other legal proceedings that would materially impact the performance of this Agreement.
Opinion of counsel for non-infringement of third-party rights
This variation applies when the opinion confirms non-infringement of third-party rights.
The [party providing opinion] shall provide an opinion of counsel confirming that the execution, delivery, and performance of this Agreement do not infringe any third-party intellectual property rights, including patents, trademarks, copyrights, or trade secrets.
Opinion of counsel for compliance with export control regulations
This variation applies when the opinion confirms compliance with export control regulations.
The [party providing opinion] agrees to provide an opinion of counsel stating that the execution and performance of this Agreement do not violate any applicable export control laws or restrictions on the transfer of technology, goods, or services.
Opinion of counsel for sufficiency of capital
This variation applies when the opinion confirms the sufficiency of capital.
The [party providing opinion] shall provide an opinion of counsel confirming that, to the best of counsel’s knowledge, the [party providing opinion] has sufficient capital or funding to perform its obligations under this Agreement without relying on external financing.
Opinion of counsel for valid authorization of third-party agents
This variation applies when the opinion confirms the valid authorization of third-party agents.
The [party providing opinion] agrees to provide an opinion of counsel confirming that any third-party agents or representatives acting on behalf of the [party providing opinion] have the appropriate authority and authorization to perform their obligations under this Agreement.
Opinion of counsel for non-contravention of bankruptcy laws
This variation applies when the opinion confirms no violation of bankruptcy laws.
The [party providing opinion] shall provide an opinion of counsel stating that the execution, delivery, and performance of this Agreement do not contravene any applicable bankruptcy, insolvency, or reorganization laws.
Opinion of counsel for no violation of securities regulations
This variation applies when the opinion confirms compliance with securities regulations.
The [party providing opinion] agrees to provide an opinion of counsel confirming that the execution and performance of this Agreement comply with all applicable securities laws, including those governing the offer, sale, and transfer of securities.
Opinion of counsel for due formation and existence
This variation applies when the opinion confirms due formation and existence of the party.
The [party providing opinion] shall provide an opinion of counsel confirming that it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation, and has the power and authority to perform all of its obligations under this Agreement.
Opinion of counsel for compliance with anti-money laundering laws
This variation applies when the opinion confirms compliance with anti-money laundering laws.
The [party providing opinion] shall provide an opinion of counsel confirming that the execution and performance of this Agreement comply with all applicable anti-money laundering laws, including the reporting and disclosure requirements for financial transactions.
Opinion of counsel for no conflicts with other agreements
This variation applies when the opinion confirms that there are no conflicts with existing agreements.
The [party providing opinion] agrees to provide an opinion of counsel confirming that the execution and performance of this Agreement do not conflict with or violate any other existing contracts, agreements, or legal obligations binding on the [party providing opinion].
Opinion of counsel for proper corporate authorization
This variation applies when the opinion confirms the proper authorization within the company.
The [party providing opinion] shall provide an opinion of counsel confirming that this Agreement has been duly authorized by all necessary corporate or organizational actions, including approval by its board of directors, members, or other governing body.
Opinion of counsel for full legal capacity to enter into the agreement
This variation applies when the opinion confirms full legal capacity.
The [party providing opinion] shall provide an opinion of counsel confirming that it has full legal capacity to enter into this Agreement, and that the Agreement does not violate any laws or its governing documents.
Opinion of counsel for absence of material violations
This variation applies when the opinion confirms no material violations.
The [party providing opinion] agrees to provide an opinion of counsel confirming that, to the best of counsel’s knowledge, the execution and performance of this Agreement do not violate any material legal obligations or rights of third parties.
Opinion of counsel for no requirement for additional regulatory approvals
This variation applies when the opinion confirms that no additional regulatory approvals are required.
The [party providing opinion] shall provide an opinion of counsel confirming that, to the best of counsel’s knowledge, no further regulatory approvals, filings, or authorizations are required for the execution, delivery, or performance of this Agreement.
Opinion of counsel for no bankruptcy or insolvency proceedings
This variation applies when the opinion confirms the absence of bankruptcy or insolvency proceedings.
The [party providing opinion] shall provide an opinion of counsel confirming that, to the best of counsel’s knowledge, the [party providing opinion] is not subject to any bankruptcy, insolvency, or similar proceedings and has the ability to perform its obligations under this Agreement.
Opinion of counsel for compliance with foreign laws
This variation applies when the opinion confirms compliance with foreign laws.
The [party providing opinion] shall provide an opinion from its counsel confirming that the execution and performance of this Agreement comply with all relevant foreign laws and regulations applicable in the jurisdictions where the [party providing opinion] operates or is doing business.
Opinion of counsel for proper execution and delivery of intellectual property
This variation applies when the opinion confirms proper execution and delivery of intellectual property.
The [party providing opinion] shall provide an opinion of counsel stating that it has executed and delivered all necessary documentation to protect and convey the intellectual property rights outlined in this Agreement and that such rights are free from any encumbrances or claims.
Opinion of counsel for the legality of the transaction
This variation applies when the opinion confirms that the transaction is legal.
The [party providing opinion] agrees to provide an opinion of counsel confirming that the transaction contemplated by this Agreement is legal under applicable laws and does not violate any applicable restrictions or prohibitions.
Opinion of counsel for no adverse tax consequences
This variation applies when the opinion confirms that no adverse tax consequences will arise.
The [party providing opinion] shall provide an opinion of counsel stating that, to the best of counsel’s knowledge, the execution and performance of this Agreement will not result in any adverse tax consequences, including the imposition of penalties, taxes, or fees.
Opinion of counsel for no pending or threatened legal proceedings
This variation applies when the opinion confirms that there are no pending or threatened legal proceedings.
The [party providing opinion] agrees to provide an opinion of counsel confirming that, to the best of counsel’s knowledge, there are no pending or threatened legal proceedings, actions, or disputes that would affect the execution or performance of this Agreement.
Opinion of counsel for compliance with local ordinances
This variation applies when the opinion confirms compliance with local ordinances.
The [party providing opinion] shall provide an opinion of counsel confirming that the execution and performance of this Agreement comply with all applicable local ordinances, zoning laws, or municipal regulations where the [party providing opinion] operates.
Opinion of counsel for no violation of government grants or licenses
This variation applies when the opinion confirms no violation of government grants or licenses.
The [party providing opinion] shall provide an opinion from its counsel confirming that the execution and performance of this Agreement do not violate any terms or conditions of any government grants, licenses, or permits previously granted to the [party providing opinion].
Opinion of counsel for proper execution of ancillary agreements
This variation applies when the opinion confirms proper execution of related agreements.
The [party providing opinion] shall provide an opinion of counsel confirming that all necessary ancillary agreements, such as security agreements, loan agreements, or supplier contracts, required for the performance of this Agreement have been properly executed and are valid and enforceable.
Opinion of counsel for non-contravention of any applicable order or judgment
This variation applies when the opinion confirms no violation of any applicable order or judgment.
The [party providing opinion] agrees to provide an opinion of counsel confirming that the execution and performance of this Agreement do not contravene any applicable court order, judgment, or legal injunction to which the [party providing opinion] is subject.
Opinion of counsel for absence of conflicts with key employees
This variation applies when the opinion confirms there are no conflicts with key employees.
The [party providing opinion] shall provide an opinion of counsel confirming that the execution and performance of this Agreement do not conflict with any agreements or obligations between the [party providing opinion] and its key employees, contractors, or agents.
Opinion of counsel for no violation of licensing or franchise laws
This variation applies when the opinion confirms compliance with licensing or franchise laws.
The [party providing opinion] shall provide an opinion from its counsel confirming that the execution and performance of this Agreement do not violate any applicable licensing or franchise laws governing the [party providing opinion]’s business activities.
Opinion of counsel for adequacy of internal controls
This variation applies when the opinion confirms the adequacy of internal controls.
The [party providing opinion] agrees to provide an opinion of counsel confirming that the internal controls, procedures, and systems in place for the performance of this Agreement are adequate to ensure compliance with all applicable laws and regulations.
Opinion of counsel for no violation of customer contracts
This variation applies when the opinion confirms no violation of existing customer contracts.
The [party providing opinion] shall provide an opinion of counsel confirming that the execution and performance of this Agreement will not violate any of the [party providing opinion]’s customer contracts or other binding agreements with third parties.
Opinion of counsel for sufficiency of legal remedies
This variation applies when the opinion confirms the sufficiency of legal remedies.
The [party providing opinion] agrees to provide an opinion of counsel stating that the legal remedies available to enforce the terms of this Agreement are adequate to protect the interests of both parties in the event of a breach.
Opinion of counsel for compliance with health and safety regulations
This variation applies when the opinion confirms compliance with health and safety regulations.
The [party providing opinion] shall provide an opinion of counsel confirming that the execution and performance of this Agreement comply with all applicable health and safety laws, regulations, and standards.
Opinion of counsel for no breach of data sharing agreements
This variation applies when the opinion confirms no breach of data sharing agreements.
The [party providing opinion] agrees to provide an opinion of counsel confirming that the execution and performance of this Agreement will not violate any data sharing agreements, confidentiality agreements, or data protection regulations.
Opinion of counsel for proper maintenance of intellectual property
This variation applies when the opinion confirms the proper maintenance of intellectual property.
The [party providing opinion] shall provide an opinion of counsel confirming that it has taken all necessary steps to maintain the intellectual property rights granted under this Agreement and that these rights are not subject to any adverse claims or encumbrances.
Opinion of counsel for compliance with export control regulations
This variation applies when the opinion confirms compliance with export control regulations.
The [party providing opinion] shall provide an opinion of counsel confirming that the execution and performance of this Agreement comply with all applicable export control laws, including restrictions on the export of certain goods, services, or technologies.
Opinion of counsel for no third-party claims
This variation applies when the opinion confirms no third-party claims against the Agreement.
The [party providing opinion] agrees to provide an opinion of counsel stating that, to the best of counsel’s knowledge, there are no third-party claims, pending or threatened, that would materially affect the performance of this Agreement.
Opinion of counsel for corporate compliance
This variation applies when the opinion confirms corporate compliance.
The [party providing opinion] shall provide an opinion of counsel confirming that the execution and performance of this Agreement comply with the organizational documents of the [party providing opinion], including its bylaws, articles of incorporation, and any shareholder agreements.
Opinion of counsel for no violation of insurance requirements
This variation applies when the opinion confirms no violation of insurance requirements.
The [party providing opinion] shall provide an opinion of counsel confirming that the execution and performance of this Agreement comply with all insurance requirements as specified in the Agreement, including appropriate coverage for potential liabilities.
Opinion of counsel for proper filing of registration documents
This variation applies when the opinion confirms the proper filing of registration documents.
The [party providing opinion] agrees to provide an opinion of counsel confirming that all necessary documents, including any registration or filing with government authorities, have been properly filed and approved in connection with this Agreement.
Opinion of counsel for absence of potential legal liabilities
This variation applies when the opinion confirms the absence of potential legal liabilities.
The [party providing opinion] shall provide an opinion of counsel stating that, to the best of counsel’s knowledge, there are no known or potential legal liabilities or obligations arising from the execution or performance of this Agreement that would materially impact the [party providing opinion].
Opinion of counsel for enforceability of indemnification provisions
This variation applies when the opinion confirms the enforceability of indemnification provisions.
The [party providing opinion] agrees to provide an opinion of counsel confirming that the indemnification provisions in this Agreement are enforceable under applicable law, and that the [party providing opinion] will be able to fulfill its indemnification obligations.
Opinion of counsel for compliance with financial reporting regulations
This variation applies when the opinion confirms compliance with financial reporting regulations.
The [party providing opinion] shall provide an opinion of counsel confirming that the execution and performance of this Agreement comply with all applicable financial reporting regulations, including those related to accounting standards, disclosures, and audits.
Opinion of counsel for no violation of intellectual property licenses
This variation applies when the opinion confirms no violation of intellectual property licenses.
The [party providing opinion] shall provide an opinion from its counsel confirming that the execution and performance of this Agreement do not violate any third-party intellectual property licenses or patents to which the [party providing opinion] is bound.
Opinion of counsel for compliance with anti-bribery laws
This variation applies when the opinion confirms compliance with anti-bribery laws.
The [party providing opinion] agrees to provide an opinion of counsel confirming that the execution and performance of this Agreement comply with all applicable anti-bribery, anti-corruption, and anti-money laundering laws, regulations, and standards.
Opinion of counsel for proper title to assets
This variation applies when the opinion confirms proper title to assets.
The [party providing opinion] shall provide an opinion of counsel confirming that it has good and marketable title to the assets involved in this Agreement and that these assets are free from any liens, encumbrances, or third-party claims.
Opinion of counsel for compliance with licensing laws
This variation applies when the opinion confirms compliance with licensing laws.
The [party providing opinion] shall provide an opinion of counsel confirming that the execution and performance of this Agreement comply with all applicable licensing laws and that the [party providing opinion] holds all necessary licenses to conduct its business and activities.
Opinion of counsel for compliance with environmental regulations
This variation applies when the opinion confirms compliance with environmental regulations.
The [party providing opinion] agrees to provide an opinion of counsel confirming that the execution and performance of this Agreement comply with all relevant environmental laws and regulations, and that no environmental liabilities will arise from the performance of this Agreement.
Opinion of counsel for sufficiency of warranties and representations
This variation applies when the opinion confirms the sufficiency of warranties and representations.
The [party providing opinion] shall provide an opinion of counsel stating that all warranties and representations made by the [party providing opinion] in connection with this Agreement are legally sufficient, valid, and enforceable under applicable law.
Opinion of counsel for no undue influence in negotiations
This variation applies when the opinion confirms that there was no undue influence in the negotiation process.
The [party providing opinion] agrees to provide an opinion of counsel confirming that the execution and performance of this Agreement have not been influenced by any undue force, coercion, or duress, and that both parties entered into the Agreement voluntarily and without improper pressure.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.