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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Banking and Finance

Date & Time
  • event Date

    Wednesday, March 19, 2025

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$347.00
CLE
ALL

This CLE course will provide legal practitioners with practical advice about preparing true sale and non-consolidation legal opinion letters in securitizations and other structured finance transactions. The panel will review the common elements of these opinion letters, highlight the attendant risks and potential liabilities, discuss the rights, obligations, and expectations of opinion givers and lenders, as well as outline best practices to reduce risks and avoid common pitfalls.

Faculty

Francisco Flores
Partner, Co-Chair Structured Finance Practice
Winston & Strawn, LLP

Mr. Flores focuses his practice on negotiating, structuring and documenting corporate transactions and related financing arrangements. He has represented publicly traded and privately held companies in borrowing and lending transactions, entertainment financing, M&As, private equity investments, public and private debt and equity offerings, SEC compliance, tender offers, venture capital transactions and general corporate matters. In the structured transactions arena, Mr. Flores has represented issuers and underwriters in acquisitions, sales and securitizations in various asset classes, including automobiles leases, commercial mortgages, home equity loans, residential mortgages, life settlements, premium finance loans, lottery receivables, peer-to-peer loans, pharmaceutical receivables, structured settlements, student loans and solar energy receivables.

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Jason W. Harbour
Partner
Hunton Andrews Kurth LLP

Mr. Harbour regularly represents all major constituencies in formal bankruptcy proceedings and in out-of-court restructurings. His experience includes representing corporate debtors, secured and unsecured creditors, parties to safe harbored financial contracts, indenture and securitization trustees, lessors, and other parties in interest in Chapter 7, Chapter 11 and Chapter 15 bankruptcies, and in workouts. Mr. Harbour’s practice also focuses on providing insolvency-related structuring advice and legal opinions in connection with complex transactions for asset based-lending, asset securitizations, safe harbored financial contracts, conduits, derivatives and other financial hedges, project finance, REITS, REMICS, real estate finance and other capital markets transactions.

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Description

Lenders, rating agencies, trustees, issuers, and servicers generally require specialized opinions of counsel in structured finance transactions. In the case of true sale and non-consolidation opinions, their general purpose is to ensure the "bankruptcy remoteness" of certain parties and assets to the transaction.

A true sale opinion is an opinion letter in which counsel opines that transferred financial assets have been sold and that they will not be property of the estate of the seller in a subsequent insolvency proceeding.

A non-consolidation opinion is an opinion letter issued by counsel to the borrower pursuant to which counsel opines that the assets of the borrower--and the collateral offered to secure the deal--will not be subject to substantive consolidation with certain affiliated parties in the event of a bankruptcy filing.

The process of rendering a true sale or non-consolidation opinion involves review of the relevant questions and considerations underlying the proposed transaction documents. To protect the attorney providing the opinion from potential liability, the opinion letter must describe the scope and limitations on which the opinion is being rendered, any factual or legal assumptions underlying the opinion, and any qualifications under which the opinion is based.

Listen as our authoritative panel discusses drafting true sale and non-consolidation opinion letters and best practices for the opinion giver to minimize risks.

Outline

  1. Overview of the true sale doctrine
  2. Ensuring that a transaction is a "true sale"
  3. Language and characteristics of a true sale opinion
  4. Issues and considerations when drafting a true sale opinion
  5. Understanding the role of non-consolidation opinions in financing transactions
  6. Potential issues when drafting non-consolidation opinions
  7. Best practices and tips for issuing a non-consolidation legal opinion
  8. Key takeaways

Benefits

The panel will address these and other key issues:

  • What is a true sale legal opinion and how is it typically used?
  • What is a non-consolidation legal opinion and under what circumstances is it typically required?
  • What are the key characteristics of a well drafted true sale or non-consolidation opinion letter?
  • What key factors and considerations should attorneys analyze when preparing to draft these types of opinion letters?