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It explains the role of such letters in transactions, including typical statements about existence, authority, authorization actions, enforceability, and related reliance by non-client recipients. The report emphasizes customary practice, referencing Restatement guidance and RPC Rule 2.3, and includes an illustrative form with explanatory footnotes. It also documents updates made in December 2019 and clarifications added during 2019.",{"@graph":63,"@context":119},[64,80,102],{"@type":65,"itemListElement":66},"BreadcrumbList",[67,71,74,77],{"item":68,"name":69,"@type":70,"position":9},"https://docshare.wps.com","Home","ListItem",{"item":72,"name":10,"@type":70,"position":73},"https://docshare.wps.com/template/",2,{"item":75,"name":41,"@type":70,"position":76},"https://docshare.wps.com/template/letters/",3,{"item":78,"name":59,"@type":70,"position":79},"https://docshare.wps.com/template/amended-and-restated-report-on-third-party-legal-opinion-practice-in-the-state-of-washington/281591/",4,{"url":78,"name":59,"@type":81,"image":82,"author":87,"headline":59,"publisher":90,"fileFormat":93,"inLanguage":57,"description":61,"dateModified":94,"datePublished":95,"encodingFormat":93,"isAccessibleForFree":96,"interactionStatistic":97},"DigitalDocument",{"url":83,"@type":84,"width":85,"height":86},"https://docshare.wps.com/thumbnails/amended-and-restated-report-on-third-party-legal-opinion-practice-in-the-state-of-washington/281591.png","ImageObject",442,249,{"name":88,"@type":89},"Rowan","Person",{"url":68,"name":91,"@type":92},"DocShare","Organization","application/pdf","2026-10-19","2026-09-16",true,{"@type":98,"interactionType":99,"userInteractionCount":101},"InteractionCounter",{"@type":100},"ViewAction",9,{"@type":103,"mainEntity":104},"FAQPage",[105,111,115],{"name":106,"@type":107,"acceptedAnswer":108},"What is the purpose of the Amended and Restated Report on third-party legal opinion practice in Washington?","Question",{"text":109,"@type":110},"It provides a reference guide for lawyers preparing and reviewing third-party legal opinion letters in Washington, explaining customary practice and including an illustrative form with explanatory footnotes.","Answer",{"name":112,"@type":107,"acceptedAnswer":113},"What does the report describe as typical content of third-party legal opinion letters in commercial transactions?",{"text":114,"@type":110},"It commonly states that the borrower exists, has power to execute and deliver the documents and consummate the transaction, that required authorizing actions were taken, and that the loan documents are enforceable according to their terms.",{"name":116,"@type":107,"acceptedAnswer":117},"How does customary practice affect compliance and the diligence supporting an opinion?",{"text":118,"@type":110},"Customary practice is treated as a primary factor in determining compliance with conduct standards, shaping the nature and extent of coverage and the factual and legal diligence applied once the opinion form is agreed.","https://schema.org",{"og:url":78,"og:type":121,"og:title":59,"og:site_name":91,"og:description":61},"article",{"robots":123,"canonical":78},"index,follow",{"doc_id":125,"site_id":56},281591,1790118354,{"code":4,"msg":5,"data":128},{"doc_id":125,"user_id":129,"nickname":88,"user_avatar":130,"doc_module":9,"category_id":40,"category_name":41,"doc_title":59,"doc_description":61,"doc_content":131,"file_id":132,"file_url":133,"file_type":134,"file_size":135,"view_count":101,"is_deleted":4,"is_public":9,"is_downloadable":9,"audit_status":9,"page_count":136,"language":137,"language_code":57,"site_id":56,"html_lang":57,"table_of_contents":138,"faqs":139,"seo_title":140,"seo_description":61,"update_tm":141,"read_time":40},1099514067415,"https://ap-avatar.wpscdn.com/avatar/100002539d78ffe74a7?x-image-process=image/resize,m_fixed,w_180,h_180&k=1779092875211072502","AMENDED AND RESTATED REPORT ON THIRD-PARTY LEGAL OPINION PRACTICE IN THE STATE OF WASHINGTON  \nby  \nTHE LEGAL OPINIONS COMMITTEE OF THE BUSINESS LAW SECTION OF THE WASHINGTON STATE BAR ASSOCIATION  \nNovember 30, 2018*  \nThe Legal Opinions Committee of the Business Law Section of the Washington State Bar Association (the “Committee”) determined that developments in the law, opinion practice, and legal practice as a whole warranted a new report (this “Report”) that integrates, amends, andrestates its prior reports.1 The purpose of this Report is to provide a reference guide for lawyers engaged in preparing and reviewing third-party legal opinion letters in the state of Washington. It does not purport to be exhaustive in its treatment or to replicate the considerable volume of general information already available to practitioners.2  \nI. Introduction  \nSubstantial transactions often involve delivery of a third-party legal opinion letter (“opinion letter”) . As the name suggests, these opinion letters are addressed directly to a thirdparty recipient.3 For example, in a commercial loan transaction, the lender may require as a condition to closing that the borrower provide an opinion letter from the borrower’s counsel to the lender. Typically, this opinion letter states that the borrower exists, that it has the power to execute and deliver the loan documents and to consummate the transaction, that all necessary action on the part of the borrower to authorize the transaction has been taken, and that the loan documents are enforceable against the borrower in accordance with their terms.  \n*This Report has been approved by the Board of Governors ofthe Washington State Bar Association. The Report was updated in December 2019 to include a reference to RPC Rule 2.3 in footnote 3. It was also updated in August 2019 to include several clarifications. On Page A-4, brackets were placed around the text,“We have examined only the foregoing documents for purposes of this opinion letter.” A new sentence was added at the end of the first full paragraph of footnote 33 to explain the now bracketed sentence. A sentence was deleted from the end of the first full paragraph of footnote 71.  \n1 AD HOC COMM. ON THIRD-PARTY LEGAL OPS. OF THE BUS. LAW SECTION OF THE WASH. STATE BAR ASS ’N, SUPPLEMENTAL REPORT ON THIRD-PARTY LEGAL OPINION PRACTICE IN THE STATE OF WASHINGTON COVERING SECURED LENDING TRANSACTIONS (2000) [hereinafter 2000 Report]; AD HOC COMM. ON THIRD-PARTY LEGAL OPS. OF THE BUS. LAW SECTION OF THE WASH. STATE BAR ASS ’N, REPORT ON THIRD-PARTY LEGAL OPINION PRACTICE IN THE STATE OF WASHINGTON (1998) [hereinafter 1998 Report] .  \n2 The Legal Opinion Resource Center (the “Resource Center”), an online library co-sponsored by the Legal Opinions Committee of the ABA Business Law Section and the TriBar Opinion Committee, provides an excellent starting place. See Legal Opinion Resource Center, AMERICAN BAR ASS’N, [https://www.americanbar.org/groups/](https://www.americanbar.org/groups/)[ ](https://www.americanbar.org/groups/)[business_law/migrated/tribar.html.](business_law/migrated/tribar.html.)  \n3 Third-party legal opinion letters are subject to RPC Rule 2 .3, which expressly authorizes a lawyer to “provide an evaluation of a matter affecting a client for the use of someone other than the client” if the lawyer “reasonably believes that making the evaluation is compatible with other aspects of the lawyer's relationship with the client.”Nothing in this Report should be construed as an amendment to, or modification of the responsibilities of lawyers under, RPC Rule 2.3.  \nAn opinion letter of this sort represents a formal statement of a lawyer’s considered professional judgment, on which a non-client third-party recipient will be entitled to rely as part of its diligence with respect to the transaction. Attorneys must take special care to manage the unique risks associated with such opinion letters.  \nThis Report provides guidance as to the customary","cbCaiawlZaIH63LD","https://ap.wps.com/l/cbCaiawlZaIH63LD","pdf",582557,52,"English","# Introduction\n## The purpose of third-party opinion letters\n# The Importance of Customary Practice\n## Customary practice and professional standards","[{\"question\":\"What is the purpose of the Amended and Restated Report on third-party legal opinion practice in Washington?\",\"answer\":\"It provides a reference guide for lawyers preparing and reviewing third-party legal opinion letters in Washington, explaining customary practice and including an illustrative form with explanatory footnotes.\"},{\"question\":\"What does the report describe as typical content of third-party legal opinion letters in commercial transactions?\",\"answer\":\"It commonly states that the borrower exists, has power to execute and deliver the documents and consummate the transaction, that required authorizing actions were taken, and that the loan documents are enforceable according to their terms.\"},{\"question\":\"How does customary practice affect compliance and the diligence supporting an opinion?\",\"answer\":\"Customary practice is treated as a primary factor in determining compliance with conduct standards, shaping the nature and extent of coverage and the factual and legal diligence applied once the opinion form is agreed.\"}]","AMENDED AND RESTATED REPORT ON THIRD-PARTY LEGAL OPINION PRACTICE IN THE STATE OF WASHINGTON | PDF",1789566873]