Legal opinion on borrower meaning

This Checklist concerns English law legal opinions customarily delivered by a lender’s solicitors as a condition precedent to drawdown of a loan facility. It proceeds, in particular, on the basis that the facility is bilateral, the lending bank is incorporated in the UK (United Kingdom) as lender, and the addressee of the opinion is the Lender, being the law firm’s client. It further proceeds on the footing that the Borrower is a company incorporated in England and Wales, the transaction documentation, upon which the opinion is given, is governed by English law, and the underlying loan is unsecured, without any security interests being taken. For assumptions typically included where security is granted, or where the transaction has a cross‑border element, see Additional assumptions to be considered where the loan is secured and Additional assumptions to be considered where the transaction has a cross‑border aspect below. It forms part of a set of checklists relating to legal opinions. The other Checklists are as follows: English law legal opinion-qualifications...

When and why is a foreign law legal opinion needed? A foreign law legal opinion is called for when lenders engage in cross-border lending, and they usually insist on opinions from counsel in every pertinent jurisdiction. Take, for instance, a deal in which the facility agreement and other finance documents are governed by the law of England and Wales, the borrower or another obligor is incorporated in the British Virgin Islands (BVI), and some security assets are located in Jersey. In that case, the lender will expect legal opinions from lawyers in England and Wales, the BVI, and Jersey, in each of relevant jurisdictions involved in it...

Practice Note: Priority between security interests This Practice Note provides illustrations of how the rules on priority may operate in practice with reference to the relevant English law principles. It complements, and should be read alongside, our other Practice Notes on priority. New examples are added to this Practice Note on a regular basis. If you encounter a priority issue in practice that you would like us to cover, please use the LexisAsk function to inform us. Practice Note: Priority between security interests outlines the rules on priority from a more technical standpoint and should be consulted for the black letter law that supports the practical examples in this Practice Note. It is important to recognise that English law priority rules are complex and are widely acknowledged not to be clear in every respect. Outcomes can also be influenced by the parties’ actions, meaning law firms will often decline to provide an opinion on the priority of security and specialist advice may need to be obtained if there is...

Film and TV glossary A–B | Film and TV glossary C–D | Film and TV glossary E–H | Film and TV glossary M–P | Film and TV glossary R–S | Film and TV glossary T–W Incidental inclusion (‘passing shot’ use) Including a copyright-protected work only incidentally within an artistic work, sound recording, film or broadcast does not infringe that copyright. For example, a film shot on location at the South Bank in London would not breach rights in buildings or in music audible in the background when their presence is incidental. What qualifies as ‘incidental’ hinges on the facts of each matter. See Practice Note: Copyright—permitted acts and defences. Independent Press Standards Organisation (IPSO) IPSO is an independent, self-regulatory body that handles complaints about the editorial content (not advertising) of newspapers, magazines (not books) and their websites, as well as about certain kinds of behaviour by journalists working for those organisations. It replaced the Press Complaints Commission on 8 September 2014. See website: Independent Press Standards...

This Practice Note examines the duty of care expected of solicitors and barristers in professional negligence actions, whether arising in contract or tort. It takes as its foundation the general principles governing all professionals, as set out in Practice Note: Standard of care in professional negligence claims, and then turns to examples specific to the legal sector. As that Practice Note explains, reliance on a responsible body of professional opinion is not commonly applicable to claims brought against solicitors and barristers. This may reflect the courts’ readiness to reach their own judgment on matters of legal practice (Edward Wong Finance v Johnson Stokes; Patel v Daybells). Solicitors and barristers—expected standard of care (general principles and illustrative examples) The standard for solicitors and barristers is one of ‘reasonable skill and care’, consistent with Bolam v Friern Hospital. Put differently, the question is what a reasonably competent solicitor would do, having regard to the standards ordinarily adopted within the profession...

[ To be printed on the headed paper of the lender’s lawyers ] To: [ insert name and address of Lender ] [ insert date ] Dear [ insert name of Lender ] [ Matter name/reference ] We have served as English law counsel to [ insert name of lender ] (the Lender) in relation to the provision of finance to [ insert name of borrower, company number and registered office ] (the Borrower) comprising a [ term loan and revolving credit facility ] [ describe facilities ] of £[ insert amount ] (the Transaction), and to the negotiation, drafting, execution and completion of the documents specified in Schedule 1 (Documents examined), Paragraph 1 (Opinion Document) (the Opinion Document). We deliver this opinion letter to you, the Lender, pursuant to [ Schedule 2 ] (Conditions Precedent) of the facility agreement between the Lender and the Borrower dated [ insert date ] (the Facility Agreement). Capitalised terms used in this opinion letter but not defined in...

[ To be printed on the headed paper of the lender’s lawyers ] To: [ insert name and address of Lender ] [ insert date ] Dear [ insert name of Lender ] [ Matter name/reference ] We have acted as English law legal adviser to [ insert name of lender ] (the Lender) in relation to financing made available to [ insert name of borrower, company number and registered office ] (the Borrower), comprising a secured [ and guaranteed ] [ term loan and revolving credit facility ] [ describe facilities ] of £ [ insert amount ] (the Transaction). Our engagement has included the negotiation, drafting, execution and finalisation of the documents identified in Schedule 1 (Documents examined), Paragraph 1 (Opinion Documents) (the Opinion Documents). This opinion letter is delivered to you, the Lender, pursuant to [ Schedule 2 ] (Conditions precedent) of the facility agreement between the Lender and the Borrower, [ and Obligors ], dated [ insert...