Log in Sign up for free
Contract clause library

Legal opinion clause: Copy, customize, and use instantly

Introduction

A legal opinion clause outlines the requirement for one party to provide a legal opinion, typically prepared by a qualified attorney, regarding a specific matter or agreement. This clause is often included in financial transactions, mergers, and regulatory compliance agreements to ensure legal assurances and risk mitigation.

Below are legal opinion clause templates tailored to various scenarios. Copy the one you need, customize it, and add it to your contract.

This clause requires a general legal opinion.

The [party providing the opinion] agrees to deliver a legal opinion from a qualified attorney confirming the enforceability of this agreement and the compliance of its terms with applicable laws. The opinion must be provided no later than [insert deadline].

This clause ties the legal opinion to a specific transaction.

Prior to the closing of [specified transaction], the [party providing the opinion] shall deliver a legal opinion confirming the legality and enforceability of the transaction under [insert jurisdiction] law.

This clause ensures compliance with regulations.

The [party providing the opinion] must deliver a legal opinion affirming that the [specified matter] complies with all applicable regulatory requirements, including those outlined by [insert authority]. The opinion must be submitted within [insert timeframe].

This clause allows for an independent legal opinion.

The [party requiring the opinion] reserves the right to request a legal opinion from an independent third-party attorney. The [party providing the opinion] must cooperate fully in furnishing necessary documents and information for the opinion.

This clause focuses on laws of a particular jurisdiction.

The [party providing the opinion] agrees to deliver a legal opinion confirming that the terms of this agreement are enforceable under the laws of [specified jurisdiction]. Any required clarifications must be addressed prior to the [specified date].

This clause ties the opinion to specific conditions.

A legal opinion must be provided by the [party providing the opinion] confirming compliance with the conditions outlined in [insert section]. Failure to provide the opinion within [insert timeframe] may result in [insert consequence].

This clause applies to finance-related agreements.

The [party providing the opinion] shall deliver a legal opinion confirming the validity and enforceability of the financial obligations set forth in this agreement, including assurances on priority of claims and collateral validity.

This clause includes potential risks in the opinion.

The legal opinion provided by the [party providing the opinion] must include an analysis of potential legal risks associated with the agreement. These risks must be clearly disclosed and explained in detail.

This clause mandates the opinion before agreement execution.

Before the execution of this agreement, the [party providing the opinion] shall deliver a legal opinion confirming that all prerequisites for enforceability and compliance have been satisfied.

This clause allows for a post-completion opinion.

Within [insert timeframe] following the completion of [specified action], the [party providing the opinion] shall deliver a legal opinion confirming that all actions taken complied with applicable legal and contractual requirements.

This clause covers multiple legal frameworks.

The [party providing the opinion] must deliver legal opinions covering all jurisdictions relevant to this agreement, including [list jurisdictions]. Each opinion must confirm enforceability and compliance with local laws.

This clause allows the parties to agree on the opinion's scope.

The scope and content of the required legal opinion shall be negotiated and agreed upon by both parties. The [party providing the opinion] must submit the finalized opinion within [insert timeframe].

This clause ties the opinion to periodic renewals.

A legal opinion must be provided by the [party providing the opinion] at each renewal of this agreement, confirming continued compliance and enforceability under current laws.

This clause addresses intellectual property-related matters.

The [party providing the opinion] shall deliver a legal opinion confirming ownership and validity of the intellectual property rights outlined in this agreement. The opinion must also include assurances against known third-party claims.

This clause includes indemnity for inaccuracies.

The [party providing the opinion] agrees to indemnify the [recipient party] for any damages resulting from inaccuracies or omissions in the provided legal opinion. The indemnity terms are outlined in [insert section].

This clause allows for specific qualifications in the opinion.

The legal opinion provided by the [party providing the opinion] may include reasonable qualifications or limitations, provided these are clearly stated and justified in the opinion document.

This clause ensures tax-related compliance.

The [party providing the opinion] must deliver a legal opinion confirming that the transactions contemplated by this agreement comply with all applicable tax laws and regulations.

This clause includes assurances on force majeure applicability.

The [party providing the opinion] shall deliver a legal opinion confirming the enforceability and interpretation of the force majeure provisions in this agreement under applicable law.

This clause mandates confidentiality of the opinion.

The legal opinion provided by the [party providing the opinion] shall be treated as confidential and may only be disclosed to authorized parties as outlined in [insert section].

This clause requires an initial legal review before final agreements.

The [party providing the opinion] shall deliver a preliminary legal opinion evaluating the enforceability and compliance of the proposed terms of this agreement. The opinion must be provided no later than [insert timeframe] before execution.

This clause ensures compliance with environmental laws.

The [party providing the opinion] must deliver a legal opinion confirming that the activities or obligations under this agreement comply with applicable environmental laws and regulations, including those specified by [insert regulatory body].

This clause addresses the enforceability of dispute mechanisms.

The [party providing the opinion] shall deliver a legal opinion confirming the enforceability of the dispute resolution provisions in this agreement, including arbitration or jurisdiction clauses.

This clause mandates an all-encompassing legal review.

The [party providing the opinion] agrees to provide a comprehensive legal opinion covering all aspects of this agreement, including enforceability, compliance, potential risks, and jurisdictional considerations.

This clause verifies the authority to enter into the agreement.

The [party providing the opinion] must deliver a legal opinion confirming that the [specified party] has the corporate authority to execute and perform obligations under this agreement.

Post-closing legal opinion clause

This clause requires a review after agreement execution.

The [party providing the opinion] shall provide a legal opinion within [insert timeframe] after the closing date, confirming that all closing conditions were met and that the executed agreement is legally enforceable.

This clause ties the opinion to continuous compliance.

The [party providing the opinion] must deliver periodic legal opinions confirming that the ongoing obligations under this agreement continue to comply with applicable laws and regulations.

This clause focuses on collateral and secured agreements.

The [party providing the opinion] must deliver a legal opinion confirming the validity, priority, and enforceability of security interests under this agreement, as well as compliance with relevant secured transaction laws.

This clause applies to agreements involving multiple jurisdictions.

The [party providing the opinion] shall deliver a legal opinion addressing the enforceability of this agreement in both [insert jurisdiction A] and [insert jurisdiction B]. Any conflicts between jurisdictions must be highlighted.

This clause ensures labor law compliance.

The [party providing the opinion] must deliver a legal opinion confirming that the obligations and policies outlined in this agreement comply with applicable employment laws, including worker protections and benefits.

This clause validates non-compete clauses.

The [party providing the opinion] shall provide a legal opinion confirming the enforceability of the non-compete provisions in this agreement, including compliance with applicable laws and reasonable limitations on scope and duration.

This clause requires an analysis of force majeure applicability.

The [party providing the opinion] must deliver a legal opinion assessing the applicability and enforceability of the force majeure provisions in the context of [specific circumstances, e.g., "natural disasters or regulatory changes"].

This clause addresses indemnity clauses.

The [party providing the opinion] shall provide a legal opinion confirming that the indemnification provisions of this agreement are enforceable under [insert jurisdiction] law and comply with industry standards.

This clause validates IP licensing terms.

The [party providing the opinion] must deliver a legal opinion confirming the validity and enforceability of the intellectual property licensing provisions in this agreement, including assurances of no known third-party claims.

This clause ties the opinion to a detailed compliance checklist.

The [party providing the opinion] must deliver a legal opinion confirming that all items in the compliance checklist outlined in [insert section] have been satisfied. The checklist must be reviewed and signed off before submission.

This clause ensures readiness for potential litigation.

The [party providing the opinion] shall deliver a legal opinion assessing the enforceability of this agreement and its readiness for potential litigation, including an analysis of risks and defenses.

This clause focuses on M&A-related matters.

The [party providing the opinion] must deliver a legal opinion confirming that the terms of the merger or acquisition agreement comply with applicable laws, including antitrust and corporate governance requirements.

This clause validates express warranty terms.

The [party providing the opinion] must provide a legal opinion confirming the enforceability of the express warranty provisions in this agreement and their compliance with applicable warranty laws.

This clause ensures compliance with financial obligations.

The [party providing the opinion] shall deliver a legal opinion confirming that the financial covenants outlined in this agreement comply with applicable laws and are enforceable under [insert jurisdiction] law.

This clause validates the enforceability of confidentiality terms.

The [party providing the opinion] shall deliver a legal opinion confirming that the confidentiality provisions in this agreement comply with applicable laws and are enforceable in the event of a breach.

This clause ensures insurance-related compliance.

The [party providing the opinion] must deliver a legal opinion confirming that the insurance requirements outlined in this agreement meet applicable legal standards and industry practices.

This clause assesses the validity of remedies for breach.

The [party providing the opinion] shall provide a legal opinion confirming that the remedies for breach of contract, as outlined in [insert section], are enforceable under [insert jurisdiction] law.

This clause ensures compliance with tax indemnification terms.

The [party providing the opinion] must deliver a legal opinion confirming that the tax indemnity provisions comply with applicable tax laws and provide enforceable protections for the [party requiring the opinion].

This clause focuses on compliance in licensing terms.

The [party providing the opinion] shall provide a legal opinion confirming the validity and enforceability of the licensing provisions under [insert jurisdiction] law, including compliance with all applicable regulations.

This clause includes a forward-looking risk analysis.

The [party providing the opinion] must deliver a legal opinion that includes a detailed assessment of potential future risks associated with the terms of this agreement and how they may affect enforceability.

This clause validates the enforceability of guarantees.

The [party providing the opinion] shall provide a legal opinion confirming that the guarantees provided under this agreement are valid and enforceable, and comply with applicable legal requirements.

This clause addresses the legality of termination terms.

The [party providing the opinion] must deliver a legal opinion confirming the enforceability of the termination provisions, including compliance with notice requirements and any applicable statutory obligations.

This clause focuses on equity-related agreements.

The [party providing the opinion] shall provide a legal opinion confirming the legality and enforceability of the equity-related terms in this agreement, including compliance with securities laws.

This clause assesses non-solicitation enforceability.

The [party providing the opinion] must deliver a legal opinion confirming that the non-solicitation provisions in this agreement are enforceable under [insert jurisdiction] law, including compliance with applicable employment laws.

This clause validates third-party indemnification terms.

The [party providing the opinion] shall deliver a legal opinion confirming that the third-party indemnification provisions comply with applicable laws and are enforceable in the event of a claim.

This clause ensures compliance during corporate restructuring.

The [party providing the opinion] must deliver a legal opinion confirming that the restructuring terms comply with applicable corporate laws, tax regulations, and statutory requirements.

This clause validates financial loan terms.

The [party providing the opinion] shall provide a legal opinion confirming that the loan terms comply with applicable laws, including interest rate regulations and enforceability of repayment obligations.

This clause ensures enforceability of arbitration terms.

The [party providing the opinion] must deliver a legal opinion confirming that the arbitration provisions in this agreement comply with [insert jurisdiction] law and are enforceable under applicable arbitration rules.

This clause validates security interests in financing.

The [party providing the opinion] shall provide a legal opinion confirming the validity and priority of the security interests created under this agreement, including compliance with secured transactions laws.

This clause focuses on compliance for related-party deals.

The [party providing the opinion] must deliver a legal opinion confirming that the terms of the related-party transaction comply with applicable corporate governance and conflict-of-interest laws.

This clause addresses exclusivity in contracts.

The [party providing the opinion] shall deliver a legal opinion confirming that the exclusivity provisions in this agreement comply with applicable antitrust and competition laws.

This clause validates investment terms.

The [party providing the opinion] must provide a legal opinion confirming the enforceability and compliance of the investment agreement with securities laws and any other applicable regulations.

This clause ensures compliance in procurement and supply chain.

The [party providing the opinion] shall deliver a legal opinion confirming that the procurement and supply chain practices outlined in this agreement comply with applicable laws, including anti-corruption and labor standards.

This clause assesses exclusions within force majeure provisions.

The [party providing the opinion] must deliver a legal opinion confirming the enforceability of the exclusions specified in the force majeure clause under [insert jurisdiction] law.

This clause validates the enforceability of MAC provisions.

The [party providing the opinion] shall provide a legal opinion confirming that the material adverse change clause in this agreement complies with applicable laws and is enforceable under likely scenarios.

This clause ensures adherence to anti-corruption laws.

The [party providing the opinion] must deliver a legal opinion confirming that the terms of this agreement comply with anti-corruption laws, including the [insert applicable act, e.g., "Foreign Corrupt Practices Act"].

This clause addresses waivers of sovereign immunity.

The [party providing the opinion] must provide a legal opinion confirming that the waiver of sovereign immunity included in this agreement is valid and enforceable under [insert jurisdiction] law.

This clause validates protections in case of insolvency.

The [party providing the opinion] shall deliver a legal opinion confirming that the bankruptcy protection provisions in this agreement comply with [insert jurisdiction] insolvency laws and provide enforceable safeguards.

This clause assesses the enforceability of liquidated damages.

The [party providing the opinion] must deliver a legal opinion confirming that the liquidated damages provisions in this agreement are enforceable under [insert jurisdiction] law and are not considered penalties.

This clause ensures enforceability across jurisdictions.

The [party providing the opinion] shall provide a legal opinion confirming that the terms of this agreement are enforceable across [insert jurisdictions] and comply with applicable laws in each region.

This clause ensures compliance with merger regulations.

The [party providing the opinion] must deliver a legal opinion confirming that the transaction complies with applicable merger control laws, including filing and approval requirements with [insert regulatory body].

This clause addresses compliance with export regulations.

The [party providing the opinion] shall deliver a legal opinion confirming that the activities under this agreement comply with applicable export control and trade sanctions laws.

This clause validates disclaimers of reliance.

The [party providing the opinion] must provide a legal opinion confirming that the non-reliance provisions in this agreement are enforceable under [insert jurisdiction] law.

This clause assesses the legality of assignment terms.

The [party providing the opinion] shall deliver a legal opinion confirming that the assignment provisions in this agreement comply with applicable laws and are enforceable under likely circumstances.

This clause ensures compliance for equity-based incentives.

The [party providing the opinion] must deliver a legal opinion confirming that the equity incentive provisions comply with applicable tax and securities regulations under [insert jurisdiction] law.

This clause validates exceptions to confidentiality.

The [party providing the opinion] shall provide a legal opinion confirming the enforceability of the confidentiality carve-outs outlined in this agreement and their compliance with applicable laws.

This clause addresses enforceability of contingent payments.

The [party providing the opinion] must deliver a legal opinion confirming that the contingent payment obligations in this agreement comply with applicable laws and are enforceable under [insert jurisdiction].

This clause ensures compliance with supply exclusivity terms.

The [party providing the opinion] shall deliver a legal opinion confirming that the exclusivity provisions for supply arrangements in this agreement are enforceable under [insert jurisdiction] law.

This clause validates joint liability terms.

The [party providing the opinion] must provide a legal opinion confirming that the joint liability provisions in this agreement comply with applicable laws and are enforceable against all parties involved.

This clause ensures compliance with partnership terms.

The [party providing the opinion] shall deliver a legal opinion confirming that the terms of the partnership agreement comply with applicable partnership and fiduciary duty laws under [insert jurisdiction].

This clause validates enforceability of warranty disclaimers.

The [party providing the opinion] must deliver a legal opinion confirming that the warranty limitations and disclaimers in this agreement comply with applicable consumer protection laws and are enforceable.

This clause ensures compliance for contractor relationships.

The [party providing the opinion] shall provide a legal opinion confirming that the terms of the independent contractor agreement comply with labor and tax regulations under [insert jurisdiction].

This clause assesses enforceability of waived non-compete terms.

The [party providing the opinion] must deliver a legal opinion confirming that the waiver of non-compete provisions in this agreement is enforceable under [insert jurisdiction] law and does not violate public policy.

This clause ensures validity of indemnity limitations.

The [party providing the opinion] shall deliver a legal opinion confirming that the exclusions and limitations of indemnity in this agreement comply with applicable laws and are enforceable in the event of a claim.

This clause validates revenue-sharing arrangements.

The [party providing the opinion] must provide a legal opinion confirming that the revenue-sharing provisions comply with applicable tax, securities, and corporate laws under [insert jurisdiction].

This clause addresses enforceability of restrictive covenants.

The [party providing the opinion] shall deliver a legal opinion confirming that the restrictive covenants in this agreement, including non-solicitation and non-disclosure terms, are enforceable under [insert jurisdiction] law.

This clause ensures safeguards during insolvency.

The [party providing the opinion] must deliver a legal opinion confirming that the insolvency-related protections in this agreement comply with applicable laws and offer enforceable remedies in the event of bankruptcy.

This clause validates terms of joint venture arrangements.

The [party providing the opinion] shall provide a legal opinion confirming that the joint venture agreement complies with applicable corporate and tax laws, and that the structure is enforceable under [insert jurisdiction].

This clause assesses enforceability of acceleration terms.

The [party providing the opinion] must deliver a legal opinion confirming that the acceleration provisions for payments or obligations in this agreement are enforceable under [insert jurisdiction] law.

This clause validates rights of third-party beneficiaries.

The [party providing the opinion] shall deliver a legal opinion confirming that the third-party beneficiary provisions in this agreement comply with applicable laws and are enforceable.

This clause ensures IP-related warranties are enforceable.

The [party providing the opinion] must provide a legal opinion confirming that the intellectual property warranties outlined in this agreement comply with applicable laws and provide enforceable protections.

This clause assesses enforceability of no-fault terminations.

The [party providing the opinion] shall deliver a legal opinion confirming that the termination for convenience provisions in this agreement comply with applicable laws and are enforceable under [insert jurisdiction].

This clause addresses enforceability of extended force majeure periods.

The [party providing the opinion] must deliver a legal opinion confirming that the force majeure extensions outlined in this agreement comply with [insert jurisdiction] law and remain enforceable under unforeseen circumstances.

This clause validates agreements spanning multiple jurisdictions.

The [party providing the opinion] shall provide a legal opinion confirming that the terms of this multi-jurisdictional transaction comply with laws in [list jurisdictions] and are enforceable across these regions.

This clause ensures alignment with financing terms.

The [party providing the opinion] must deliver a legal opinion confirming that the agreement complies with funding conditions imposed by [insert financier or funding entity], ensuring enforceability of all obligations.

This clause validates enforceability of liability limitations.

The [party providing the opinion] shall deliver a legal opinion confirming that the liability cap provisions in this agreement comply with [insert jurisdiction] law and are enforceable in dispute scenarios.

This clause addresses enforceability of equitable remedies.

The [party providing the opinion] must provide a legal opinion confirming that the equitable relief provisions in this agreement, such as injunctive relief, are enforceable under [insert jurisdiction] law.

This clause ensures compliance in ownership transfer.

The [party providing the opinion] shall deliver a legal opinion confirming that the ownership transfer provisions comply with applicable property, intellectual property, or corporate laws under [insert jurisdiction].

This clause validates enforceability of preemptive rights.

The [party providing the opinion] must deliver a legal opinion confirming that the preemptive rights provisions in this agreement comply with applicable securities and corporate governance laws under [insert jurisdiction].

This clause ensures the enforceability of indemnity terms.

The [party providing the opinion] shall provide a legal opinion confirming that the scope of indemnification outlined in this agreement complies with applicable laws and remains enforceable under various scenarios.

This clause assesses restrictions on assignment rights.

The [party providing the opinion] must deliver a legal opinion confirming that the assignment limitations in this agreement comply with applicable laws and provide enforceable restrictions under [insert jurisdiction].

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.

Last updated