Legal opinions and security in international trade
In international trade it often happens that a bank or a financer requests a legal opinion. In international litigation, a foreign court or litigant may also request a legal opinion from a Dutch lawyer. In short, a legal opinion is an establishment of the legal situation, issued and signed by a lawyer.
Types of opinions
In the example of financing as described above, it often concerns the establishment of the correct incorporation of a company, the authority of directors to represent the company, and the legal validity of decisions (also known as capacity opinions). In addition, a lot of opinions are issued that pertain to legal documentation. In this case it concerns, for example, the question of whether an agreement conflicts with local (mandatory) law, whether a choice of law or forum is correct and has been validated, and whether security interests have been been established in a legally valid manner (also known as enforceability opinions). The opinions issued in proceedings may concern various legal questions in different legal areas, to which a Dutch lawyer can give a final answer.
Security for parties
The background and necessity of a legal opinion can be found in the international nature of trade and the financing of this trade. For banks and financial institutions it is important to have security when it comes to foreign law. Conducting their own research is often expensive and time-consuming. Moreover, because of a lack of knowledge of applicable law, banks often do not have the resources needed to actually obtain such security. A properly delineated investigation by a local law firm, which then confirms that the local situation is in order from a legal point of view, is often a solution in that case. Such confirmation is issued in what is called a legal opinion or an opinion letter.
In the international commercial practice, AMS Advocaten is often asked to issue a capacity opinion or an enforceability opinion. On request, our lawyers also issue opinions that can be used in international (arbitration) proceedings to obtain clarity on a legal issue in the Netherlands.