We provide opinions under the Delaware General Corporation Law, and in the formation and maintenance of corporations and other entities such as limited partnerships, general partnerships, limited liability companies, Delaware Statutory Trusts and Delaware holding companies.
On Behalf of Lenders
We provide Delaware opinions to lending banks on major real estate transactions throughout the country whenever Delaware entities are used as the borrowing vehicle. On such large loan transactions involving shopping centers, office buildings, apartment complexes and the like, the lending banks typically require that their borrowers are newly formed, special purpose, bankruptcy remote Delaware entities, such as Delaware limited liability companies or Delaware statutory trusts. The lenders want newly formed Delaware entity borrowers to protect against prior liens. They want their borrower’s organizational documents to limit the borrower to the specific project, thus enabling the lenders to evaluate the loan strictly on the merit of the project, with no potential adverse involvement of other projects.
On Behalf of Borrowers
The Firm’s opinions group provides, on behalf of borrowers, suitably limited organizational documents, or they review or revise organizational documents originating from forwarding counsel, and then issue the formal legal opinions that satisfy all requirements of lenders’ counsel. The opinions are required by the lending banks in order to complete the loan transaction, and in many cases to enable the subsequent syndication of the loan by the original lenders.
The Firm’s opinions cover loans to single borrowers as well as loans to multiple tenant in common ownership groups assembled by some of the nation’s primary investment group syndicators.