What is Legal Opinion?

Legal opinion is a tool that allows parties to obtain a qualified third-party opinion on the subject, object and other issues related to the conclusion of the transaction. It is a document drawn up by a competent lawyer on any specific question or problem.

Before entering into any commercial transaction, the parties must carefully consider such a transaction, the nature and volume of the transaction, as well as legal issues related to it.

Why do we need Legal Opinion for a classic stock exchange when placing securities?

Confirming of the regulator and the applicable legislation, the exchange, for example, MOEX (Moscow Exchange) or LSE (London Stock Exchange), necessarily requires a legal opinion for listing securities on their trading floors .

Getting legal opinion when issuing securities before placing them on the stock exchange is a necessity for issuers not just on the Russian market, but also on many others. Moreover, confirmation by independent experts indicates legal purity of the proposal, which has a positive effect on the investment attractiveness to securities being placed.

What should be taken into account when drawing up a legal opinion for listing securities?

A legal opinion should be prepared by a specialist with experience in the field of civil law and should not be provided by the law of such a foreign state with which the lawyer is not familiar with the compiler.

Qualitative legal opinion for securities listing is distinguished by strict language, clarity of circumstances provided, validity in accordance with current legislation, as well as the presence of transparent and understandable conclusions.

It is important to know that if the customer's activity investigated is considered illegal, the conclusion cannot be positive. Note that no self-respecting law firm will risk its name and give a legal opinion on the legality of activity being carried out, if the activity being investigated is illegal.

It also important to bear in mind that in drawing up a legal opinion on absolutely any issues, lawyers are responsible for their opinions, as they conduct legal and factual research, analysis and verification.

It is for this reason that providing a legal opinion can be a rather expensive process.

Legal Opinion Compilation Form

The law does not establish any specific form that a lawyer must adhere to when drawing up a legal opinion. Legal opinion, however, has a certain form developed over centuries, which involves the practice of drawing up legal opinions by lawyers from many countries of the globe.

Usually, the structure of the legal opinion is the following:

1. Information about the customer, information about the person to whom the conclusion is addressed, information about the compiler, information about the task that is delivered to the compiler. In some cases, it is also assumed that the legal opinion will be used by persons other than those specified. As an example, a legal opinion addressed to the underwriter regarding the legality of the proposed issue of shares or bonds, upon which the issuer's transfer agent (transfer agent) or the issuer’s bank or payment system must also rely.

2. General presentation of the documents under study or other factual or legal issues that were considered by the compiler in the presentation of legal opinion, as well as information on the various admitted reservations. Such reservations may vary depending on the nature of the request. For example, there is an opportunity to make a statement about the advisability of using a foreign law, in the event that the obligation must be fulfilled outside the country. This is especially true in cases where issues of more than one country are being raised, which requires the involvement of relevant lawyers, attorneys or foreign partners.

3. The legal opinion of a lawyer, including the study of facts, interpretation of facts on the subject of their legality or potential risks. The compiler of legal opinion should clearly and in details examine a sufficient number of facts confirming each of the conclusions set forth in the legal opinion.

4. Conclusion of the compiler based on the study. In most cases, the findings of legal opinion can be backed up by copies of the documents examined, with which the legal compiler issued an opinion.

5. The date and signature of the author, who issued the legal opinion. Usually, legal opinion is signed on behalf of the company with the specification of the persons who made the report. It should be noted that even such a seemingly insignificant moment as the date of approval of the legal opinion is extremely important, since the legal opinion must show the status of legal norms and the practice of their application at the time of preparing the opinion. Legislation, including corporate, banking and tax is subject to change and with this, the conclusion set forth in legal opinion may change.

It is necessary to take into account that a legal opinion should not be considered as a substitute for legal support, and the client should understand that having received a legal opinion, it does not mean a “guide to action” or a deal on its own.

Lawyers of Law and Trust provide services for the development of a legal position on issues raised by you and further development of legal opinion.

Key benefits of legal services offered by Law and Trust International

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Experience and qualifications. The experience of the L&T International team is more than 15 years. It gives the opportunity for working with cases in many business areas like finance, IT, agriculture, trade and foreign economic activity. Thanks to this experience, our specialists always offer the best selection of services.
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Comprehensive approach and individual solutions. Law and Trust International always provides a vast range of services for our clients, taking into account the individual characteristics of each particular case. Due to this symbiosis, our specialists always fulfil all the wishes of clients in full and taking into account the requests and preferences of customers.
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Monitoring and innovation.Our team keeps tracking the newest and most advanced working methods, as well as the latest legislative, financial and economic information events around the world. It allows lawyers of Law and Trust International to quickly and creatively resolve virtually any issues in the field of legal consulting.
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Privacy and responsibility. The security of our customers' data and respond to them are particularly important in the work of Law and Trust International. For all the time of work, we have not had a single leak of commercial, personal or legal information. It allows us to develop, grow and achieve new opportunities.
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Reputation and result. A team of lawyers of Law and Trust International always welcomes the success of our clients. Reaching new results, we develop new skills that we successfully use in our work. Thanks to successful cases, our clients and our team, we are creating qualitatively new opportunities to achieve the desired result now.

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