Toronto Opinions Group: Memos and Precedent Opinions
Below you will find links to the various memos and precedent opinions released to Slaw by the Toronto Opinions Group. All the linked files are in PDF.
The Toronto Opinions Group consists of a group of lawyers, primarily practising with the Toronto offices of the larger Canadian law firms, with an interest in third party (or transaction) opinion practice. TOROG meets regularly to review current opinion issues with a view, where appropriate, to discussing problems, assessing best practices and developing common approaches to opinion issues and opinion language. It does not involve itself in specific transactions or opinion negotiation.
The materials posted on this site have been prepared by members of TOROG to provide guidance on a reasonable approach to opinion language. The suggested language may not be appropriate in all circumstances and is not necessarily the only reasonable and appropriate language. While it may be useful as a guide in other jurisdictions, it was developed based on Ontario law, and the federal laws of Canada, applicable in Ontario.
Not all TOROG members participated in the preparation of the materials posted on this site. TOROG does not formally adopt suggested language or approaches to opinions, so the views expressed in the materials posted on this site do not necessarily represent the views of all TOROG members or their respective firms. The members’ firms do not necessarily have a process to formally adopt or agree to the language as a firm position.
TOROG members and the firms at which they practise are not responsible or liable to any person or firm that uses or relies on the materials posted on this site.
TOROG participating firms include the Toronto offices of Aird & Berlis LLP, Bennett Jones LLP, Blake, Cassels and Graydon LLP, Blaney McMurty LLP, Borden Ladner Gervais LLP, Cassels Brock & Blackwell LLP, Davies, Ward Phillips & Vineberg LLP, Fasken Martineau DuMoulin LLP, Fogler Rubinoff LLP, Fraser Milner Casgrain LLP, Goodmans LLP, Gowling Lafleur Henderson LLP, Heenan Blaikie LLP, Lang Michener LLP, Macleod Dixon LLP, McCarthy Tétrault LLP, McMillan LLP, Miller Thomson LLP, Stikeman Elliott LLP, Ogilvy Renault LLP, Osler, Hoskin & Harcourt LLP, Torys LLP.
Third-party opinions practice is a branch of business law perhaps best explained, for those who are unfamiliar with it, by this excerpt from the 2007 Report on Lawyers' Opinions in Business Transactions [PDF], by the Maryland State Bar Association, Inc.:
The proper purpose of a third party legal opinion given in a business transaction is to provide some or all of the parties to the transaction who are not the opinion giver’s client with comfort regarding specified legal aspects of the transaction. If the lawyer is unable to give such an opinion, the recipient may be alerted to the existence of potential problems in the transaction and/or the need to seek comfort from other sources…
Although legal opinions are given in a variety of business contexts, they are commonly requested, for example, as part of the due diligence process of lenders, investors or acquirers. The size, nature, and scope of the transaction and the relationship of significant legal issues to the transaction may well affect the scope of the opinion requested. A primary role of legal opinions in business transactions is to provide assurance that the documents are valid, binding, and enforceable, subject to certain qualifications, based on the opinion giver’s adherence to certain due diligence procedures and standards of care. Legal opinions in this context may also reveal defenses to enforcement that may exist at the outset, as well as point out potential problems to enforcement that may arise later. In addition, legal opinions may help to characterize the business transaction as an arm’s-length agreement that should be upheld.footnotes omitted
More information can be found on the site of the ABA's Business Law Legal Opinion Resource Center.
- TOROG – Limitations Act, 2002 (Ontario) – Proposals for Improving Contract Drafting and Appropriate Opinion Qualification Practice
- TOROG – Form of Conflict of Laws Opinion (April 2013) ["Third Party Opinions On Foreign Law Documents"]
- TOROG – Form of Limited Partnership Opinion (April 2013) ["Limited Partnership Opinion Paragraphs"]
- TOROG – Form of Model Officer's Certificate (Feb. 2007)
- TOROG – ISDA Opinions Memo (April 2013) ["Summary of Discussion at the December 12, 2012 Meeting of TOROG on ISDA Opinion Practice"]
- TOROG – PIPEDA Qualifications (April 2004)
- TOROG – STA Opinion Memo (November 2013) ["Perfection by Control Opinions under the PPSA and STA"] NB: .DOC file
- TOROG – STA Opinion Memo (November 2013) Appendix A ["Illustrative STA/PPSA Opinion Paragraphs"] NB: .DOC file