Legal Opinions for Corporate Transactions

Buildings with sunlight reflection

Saul Ewing attorneys provide legal opinions in connection with complex business, financing and real estate transactions involving corporations, limited liability companies (LLCs), limited partnerships (LPs), real estate investment trusts (REITs), statutory and business trusts, and nonprofits. We have significant experience in Delaware, Maryland and New York opinion matters. In addition, our legal opinions practice covers other jurisdictions in the United States, most notably Florida, Illinois and Pennsylvania.

Our team provides legal opinions to underwriters, banks and other lenders, as well as venture capital firms, private equity firms and other investors. As part of the firm’s international business practice, our attorneys issue legal opinions on behalf of our clients to foreign governments and regulatory authorities, as well as to non-U.S. entities making investments in the United States. In connection with our corporate governance practice, we deliver legal opinions to boards of directors and stockholders of public and private companies on corporate governance and fiduciary duty matters. Areas we advise on include:

Securities Law Opinions

  • Initial public offerings
  • Follow-on offerings
  • ATM offerings
  • Secondary offerings
  • Underwriting
  • Dividend Reinvestment Plans (DRIPs)
  • Equity Plans
  • Shelf offerings
  • Rule 144 and transfer restrictions removal
  • Other securities matters

Corporate Transaction Opinions

  • Loan transactions
  • Private equity and venture capital investments
  • Investments in U.S. companies by non-U.S. investors
  • Mergers and acquisitions
  • Asset purchases
  • Counseling investment banks in connection with their fairness opinions

Real Estate Transaction Opinions

  • Fannie Mae
  • Freddie Mac
  • Commercial mortgage-backed securities
  • Enforceability
  • Non-dissolution
  • Authority to file bankruptcy
  • Non-consolidation

Uniform Commercial Code (UCC) Opinions

  • Article 8
  • Article 9

Corporate Governance Opinions

  • Surplus in connection with dividend issuances and stock repurchases
  • Fiduciary duty matters


Key Contact
Richard B. Carroll Headshot
View all related professionals