- videocam On-Demand
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- schedule 90 minutes
True Sale and Non-Consolidation Legal Opinions in Securitization and Structured Financing Transactions
Purpose, Assumptions, Language, Characteristics; Minimizing Risks to the Preparer
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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.
Presented By
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.
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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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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Live Online
On Demand
Date + Time
- event
Wednesday, March 19, 2025
- schedule
1:00 p.m. ET./10:00 a.m. PT
Outline
- Overview of the true sale doctrine
- Ensuring that a transaction is a "true sale"
- Language and characteristics of a true sale opinion
- Issues and considerations when drafting a true sale opinion
- Understanding the role of non-consolidation opinions in financing transactions
- Potential issues when drafting non-consolidation opinions
- Best practices and tips for issuing a non-consolidation legal opinion
- 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?
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