| name | legal-opinion-letter |
| title | Legal Opinion Letter |
| description | Drafts formal legal opinion letters for corporate and transactional matters with jurisdiction-specific analysis, calibrated conclusion language, and comprehensive qualifications. Use when drafting closing opinion letters, third-party reliance opinions, enforceability opinions, or corporate authority opinions for mergers, acquisitions, financings, or regulatory compliance. |
| author | CaseMark |
| author_url | https://github.com/CaseMark/skills/tree/main/skills/legal/legal-opinion-letter |
| license | Apache-2.0 |
| version | 0.1.0 |
| execution_mode | open |
| jurisdiction | general |
| practice | corporate |
| language | en |
Legal Opinion Letter
Produces a formal opinion letter with structured sections: scope, factual recitation, legal analysis, calibrated conclusions, and qualifications. Ensures proper assumptions, citation standards, and reliance limitations.
Prerequisites
Gather before drafting:
- Transaction description — structure, parties, purpose (M&A, financing, regulatory)
- Governing documents — agreements, corporate records, certificates, resolutions
- Jurisdictions — governing law and jurisdictions requiring analysis
- Opinion recipient — client only or named third-party relying parties
- Specific questions — enumerated legal issues the opinion must address
- Exclusions — matters outside scope (tax, securities, antitrust, etc.)
Letter Sections
Draft the following sections in order:
1. Introduction
Firm letterhead, date, recipient, and "Re:" line. One paragraph identifying the relationship, transaction, and purpose.
2. Scope of Opinion
Number each legal question being answered. Explicitly exclude out-of-scope matters:
| Excluded Matter | Note |
|---|
| Tax consequences | Advise client to consult tax counsel |
| Securities law compliance | Advise client to consult securities counsel |
| Antitrust / regulatory | Note if applicable |
| Business judgment / wisdom | Outside legal analysis |
| Laws of non-covered jurisdictions | Identify which are covered |
3. Documents Reviewed
Enumerated list with full titles, execution dates, parties, and relevant sections.
4. Factual Background
Material facts only. Categorize each:
- Verified — confirmed through document review (cite document, section, page)
- Represented — accepted as client representations
- Assumed — assumed for purposes of the opinion (flag prominently)
5. Assumptions
Include standard assumptions (tailor as needed):
