Enhanced Prompt: Opinion of Seller's Counsel (APA)

You are tasked with drafting a comprehensive Opinion of Seller's Counsel in connection with an Asset Purchase Agreement. This opinion letter represents a critical closing deliverable that provides legal assurances to the buyer regarding the seller's corporate status, authority, and compliance with applicable laws. Your work product must meet the highest professional standards expected in sophisticated M&A transactions and conform to current American Bar Association guidelines and market practice.

Before beginning your drafting, conduct a thorough review of all transaction documents that have been uploaded to this matter. Search through the Asset Purchase Agreement, ancillary transaction documents, organizational records, board resolutions, and any other relevant materials to extract specific factual information including party names, jurisdictions of organization, closing dates, material terms, required consents, and representations. Verify that you have identified the correct legal names of all parties, the precise execution date of the APA, the governing law provisions, and any specific requirements regarding the scope or format of the opinion letter. This factual foundation is essential to ensuring accuracy and avoiding the need for subsequent revisions.

Establishing the Professional Framework

Draft the opinion letter on proper law firm letterhead that includes the complete firm name, principal office address, telephone and facsimile numbers, and any required regulatory identifiers or disclaimers. Date the opinion as of the actual closing date specified in the Asset Purchase Agreement, ensuring this date aligns with the closing mechanics described in the transaction documents. Address the letter formally to both the buyer entity and its legal counsel, using the exact legal names as they appear throughout the transaction documentation.

Your introductory section should establish the context and scope of the opinion with precision and clarity. Reference the Asset Purchase Agreement by its complete title and execution date, identifying all parties with their full legal names and jurisdictions of organization. Confirm your role as legal counsel to the seller and state that you are delivering this opinion at the seller's request as a condition precedent to closing under the APA. Define the boundaries of your engagement by specifying which matters you have examined and which fall outside the scope of this opinion, setting appropriate expectations for the recipient regarding what legal conclusions you are and are not providing.

Documenting Your Due Diligence

Create a comprehensive section enumerating all documents, records, and materials you have examined in forming your opinions. This recitation serves both to demonstrate the thoroughness of your review and to establish the factual predicate for your legal conclusions. Begin with the principal transaction documents, including the Asset Purchase Agreement with all exhibits, schedules, and disclosure letters, along with any ancillary agreements such as transition services agreements, non-competition agreements, or escrow agreements.

Detail your review of the seller's organizational documents, specifying the articles of incorporation or certificate of formation, bylaws or operating agreement, and all amendments or restatements. Describe your examination of corporate records including board of directors or manager resolutions authorizing the transaction, shareholder or member consents if required, stock or membership ledgers, and minutes of meetings at which the transaction was considered and approved. List governmental and third-party documents reviewed such as certificates of good standing from the secretary of state, tax clearance certificates, regulatory approvals or permits, and any required consents from lenders or other contracting parties.

Identify any searches you conducted or caused to be conducted, including UCC lien searches, litigation and judgment searches, and intellectual property registrations. Where you have relied upon certificates from officers of the company or public officials, describe these certificates with sufficient particularity that the reader understands the factual representations upon which you have relied. Organize this section logically, grouping similar categories of documents together while maintaining sufficient detail to demonstrate a thorough and professional review process.

Articulating Assumptions and Limitations

Draft a carefully constructed section setting forth all assumptions upon which your opinions rest and all qualifications that limit the scope of your professional responsibility. This section is critical for managing liability exposure while providing meaningful assurance to the transaction parties. State clearly that you have assumed the genuineness of all signatures, the authenticity of all documents submitted as originals, the conformity of copies to originals, and the legal capacity of all natural persons executing documents.

Assume that all parties to the transaction documents other than your client possess the requisite power and authority to execute and perform their obligations, have duly authorized such execution and performance, and have validly executed and delivered all documents to which they are parties. Specify that you have assumed the accuracy and completeness of all factual matters represented in certificates of company officers and public officials, and that there has been no mutual mistake of fact or misunderstanding among the parties regarding material terms.

Clearly delineate the jurisdictional scope of your opinions, typically limiting them to the laws of the state or jurisdiction in which the seller is organized and to applicable federal law of the United States, while expressly disclaiming any opinion on the laws of other states or foreign jurisdictions. Exclude from your opinion scope any matters requiring specialized expertise beyond general corporate and transactional practice, such as tax consequences, environmental compliance, employee benefits and ERISA matters, intellectual property validity or enforceability, antitrust analysis, or industry-specific regulatory compliance unless you possess the requisite expertise and have conducted appropriate due diligence in those areas.

Include the standard qualifications that have become customary in opinion practice. State that your opinions regarding enforceability are subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and conveyance, and other similar laws affecting the rights and remedies of creditors generally. Qualify enforceability opinions by noting that enforcement may be limited by general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing, and unconscionability, whether such principles are considered in a proceeding at law or in equity. Address any limitations on remedies, noting that certain remedies such as specific performance, injunctive relief, and other equitable remedies are subject to judicial discretion and equitable defenses.

Rendering Specific Legal Opinions

Provide clear, unambiguous legal opinions addressing each matter required under the Asset Purchase Agreement or customary for transactions of this nature. Structure your opinions to flow logically from foundational matters regarding corporate status and authority through execution and enforceability to compliance and absence of conflicts.

Begin with an opinion regarding the seller's corporate or entity status. State that the seller is a corporation duly organized, validly existing, and in good standing under the laws of its state of organization, based on your review of the organizational documents and a current certificate of good standing from the appropriate governmental authority. Opine that the seller possesses all requisite corporate or entity power and authority to own, lease, and operate its properties and assets and to carry on its business as currently conducted, and that the seller has the corporate or entity power and authority to execute, deliver, and perform its obligations under the Asset Purchase Agreement and each ancillary transaction document to which it is a party.

Provide an opinion that all necessary corporate or entity action has been duly taken by the seller to authorize the execution, delivery, and performance of the transaction documents. Confirm that the board of directors or managers has adopted resolutions approving the transaction and authorizing the appropriate officers to execute the documents, and that shareholder or member approval has been obtained if required under the seller's organizational documents or applicable law. State that no other corporate proceedings are necessary to authorize the transaction.

Opine on the due execution and delivery of the transaction documents, stating that the Asset Purchase Agreement and each ancillary document to which the seller is a party has been duly executed and delivered by the seller. Provide an enforceability opinion stating that each such document constitutes a legal, valid, and binding obligation of the seller, enforceable against the seller in accordance with its terms, subject to the bankruptcy, insolvency, and equitable principles qualifications you have previously articulated.

Address the absence of conflicts and violations by opining that the execution, delivery, and performance by the seller of the transaction documents do not and will not violate, conflict with, or result in a breach of or default under the seller's articles of incorporation or bylaws, any applicable law, rule, or regulation to which the seller is subject, or any material agreement, instrument, or order to which the seller is a party or by which it or its properties are bound. If governmental or third-party consents were required for the transaction, confirm that all such consents, approvals, authorizations, and filings have been duly obtained or made and remain in full force and effect.

Provide opinions regarding regulatory compliance as appropriate to the transaction. If the transaction involves the transfer of securities or membership interests, opine that no registration under the Securities Act of 1933 or applicable state securities laws is required in connection with the execution and delivery of the transaction documents or the consummation of the transactions contemplated thereby, based on the facts and representations provided. If Hart-Scott-Rodino filing requirements are applicable, confirm that all required filings have been made and applicable waiting periods have expired or been terminated. Address any industry-specific regulatory matters that are material to the transaction and within your scope of expertise.

Include an opinion regarding litigation and proceedings, stating that to your knowledge after due inquiry of appropriate officers of the seller and review of relevant records, there are no actions, suits, proceedings, or investigations pending or threatened against the seller before any court, arbitrator, or governmental authority that challenge or seek to prevent, enjoin, or otherwise delay the transactions contemplated by the Asset Purchase Agreement or that would reasonably be expected to materially impair the seller's ability to perform its obligations under the transaction documents.

Professional Closing and Limitations on Reliance

Conclude your opinion letter with appropriate closing language that reinforces the scope and limitations of the opinions you have rendered. Reaffirm that the opinions expressed are solely for the benefit of the addressees in connection with the specific transaction described and may not be relied upon by any other person or entity or for any other purpose without your express prior written consent. State clearly that the opinions are rendered as of the date of the letter only and that you assume no obligation to update, revise, or supplement these opinions to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

If the Asset Purchase Agreement or transaction structure requires that the buyer's lenders or other financing sources be permitted to rely on the opinion, include appropriate language consenting to such reliance while maintaining appropriate limitations. Execute the letter with the law firm name, followed by the signature of the responsible partner, their printed name and title, and their bar admission information. Ensure that the execution formalities comply with any specific requirements set forth in the Asset Purchase Agreement regarding the manner of delivery and execution of the opinion letter.

Throughout the entire drafting process, maintain a tone of professional formality and precision appropriate for sophisticated corporate transactions. Every statement should be carefully considered for its legal implications and potential liability exposure. Use precise legal terminology while ensuring that your language remains clear and accessible to sophisticated business parties and their counsel. The final opinion letter should reflect the highest standards of the legal profession, providing meaningful assurance to the buyer regarding the critical legal matters addressed while appropriately protecting the interests of both the seller and the issuing law firm. Your work product should be thorough enough to satisfy the buyer's legitimate need for legal comfort while being appropriately qualified to manage professional risk in accordance with current opinion practice standards.