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Legal Opinions Committee
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Mission

The Legal Opinions Committee of The Virginia Bar Association serves business practitioners who are called upon to deliver legal opinions in connection with M&A, loan and other commercial transactions. The committee’s mission is to improve the process for issuing third-party legal opinions and promote better understanding of customary opinion practice among Virginia business lawyers by:

  • Keeping members informed of reports and articles on opinion practice;
  • Alerting members to judicial decisions on opinion letters and to judicial decisions and legislation on issues affecting opinion letters;
  • Issuing supplements and/or updates to the 2018 VBA Report as needed;
  • Providing CLE programs on opinion practice; and
  • Providing a clearinghouse for questions on specific opinions or opinion practice.

Formation of the Legal Opinions Committee

The VBA Business Law Section Council and the VBA Real Estate Section Council established the committee as a standing committee of the Business Law Section after the issuance in 2018 of the Virginia Report on Third-Party Opinions in Business Transactions. Organizing members of the Legal Opinions Committee included members of the drafting committee for the Virginia report.

Officers (2019-2020)

Chair:  Charles L. Menges, McGuireWoods LLP, Richmond
Vice Chair:  Matthew A. Clary, III, Fairfax
Secretary: David M. Lay, Williams Mullen, Richmond

Membership

Current committee members.

Eligibility for membership.
Membership on the Legal Opinions Committee is open to any member in good standing of the VBA Business Law Section or the Real Estate Section of The Virginia Bar Association.

How to join

Please click here to provide your information. Your membership status will be confirmed and your contact information shared with the committee.

Join Our Committee

Meetings of the committee

The Legal Opinions Committee meets at the VBA Annual Meeting in Williamsburg in January of each year and holds other meetings as called throughout the year. The January meeting is an in-person meeting for those members attending the VBA Annual Meeting, but other members may attend that meeting by conference call. Additional meetings are by conference call.

Upcoming Meetings.

  • Friday, Jan. 24, 2020, at 4 p.m. (Williamsburg Lodge)

Agendas and minutes of meetings

Chairman’s corner

Welcome to the inaugural webpage of the Legal Opinions Committee of The Virginia Bar Association.

Our committee is young and growing, and we encourage any members of the Business Law Section or the Real Estate Section who issue or want to know more about issuing legal opinions in their transactional practice to join our committee.

We are committed to educating our members about customary opinion practice as it continues to evolve among business lawyers in the United States and as applied to our practices in the Commonwealth of Virginia. As important and helpful as we believe the VBA’s Virginia Report on Third-Party Opinions in Business Transactions will be to Virginia business lawyers, we recognize that most of the opinion literature providing authoritative guidance on how to issue and how not to issue legal opinions is published by national bar organizations. Examples include the Legal Opinions Committee of the ABA’s Business Law Section (the “BLS Opinion Committee”), the Committee on Legal Opinions in Real Estate Transactions of the ABA’s Real Property, Trust and Estates Section (the “RPTE Opinion Committee”), the TriBar Committee, and the Working Group on Legal Opinions (“WGLO”).

This means that it is vital for our committee to follow closely the activities of such national organizations and, wherever feasible, to “have a seat at the table” in those organizations. Fortunately, the VBA Business Law Section is a member of WGLO, and I am pleased to serve on the Board of Directors of WGLO as a representative of its bar association members. Our committee intends to keep its members fully informed as to the activities of the national opinion organizations, as to reports that are pending or published from time to time and as to judicial decisions and legislation (in Virginia and elsewhere) that relate to or affect opinion practice.

We hope you will join us in this effort.
-- Charlie Menges

Legal opinion resources

Questions on opinion practice

If you would like to poll other members of the Legal Opinions Committee as to their views on whether certain opinions are appropriate to request or to give, the due diligence required for certain opinions, the appropriate assumptions or qualifications for certain opinions or any other matter of opinion practice, you may submit your question.

Submit Your Question

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