[{"data":1,"prerenderedAt":-1},["ShallowReactive",2],{"detail-sidebar-cat-1-en-105":3,"doc-seo-280913-105":53,"doc-detail-280913-en":130},{"code":4,"msg":5,"data":6},0,"success",[7,14,19,24,29,34,39,44,49],{"id":8,"doc_module":9,"doc_module_name":10,"category_name":11,"show_sort_weight":12,"slug":13},11,1,"Template","Presentations",90,"presentations",{"id":15,"doc_module":9,"doc_module_name":10,"category_name":16,"show_sort_weight":17,"slug":18},12,"Resumes",80,"resumes",{"id":20,"doc_module":9,"doc_module_name":10,"category_name":21,"show_sort_weight":22,"slug":23},14,"Invoices",70,"invoices",{"id":25,"doc_module":9,"doc_module_name":10,"category_name":26,"show_sort_weight":27,"slug":28},15,"Posters",60,"posters",{"id":30,"doc_module":9,"doc_module_name":10,"category_name":31,"show_sort_weight":32,"slug":33},16,"Social Media",50,"social-media",{"id":35,"doc_module":9,"doc_module_name":10,"category_name":36,"show_sort_weight":37,"slug":38},17,"Forms",40,"forms",{"id":40,"doc_module":9,"doc_module_name":10,"category_name":41,"show_sort_weight":42,"slug":43},18,"Letters",30,"letters",{"id":45,"doc_module":9,"doc_module_name":10,"category_name":46,"show_sort_weight":47,"slug":48},21,"Paper Templates",5,"papers-templates",{"id":50,"doc_module":9,"doc_module_name":10,"category_name":51,"show_sort_weight":4,"slug":52},158,"General","general-158",{"code":4,"msg":54,"data":55},"ok",{"site_id":56,"language":57,"slug":58,"title":59,"keywords":60,"description":61,"schema_data":62,"social_meta":123,"head_meta":125,"extra_data":127,"updated_unix":129},105,"en","reliance-parties-to-third-party-opinion-letters-in-commercial-real-estate-finance-transactions","Reliance Parties to Third-Party Opinion Letters in Commercial Real Estate Finance Transactions","","Reliance on opinion letters in commercial real estate finance creates practical legal expectations for the opinion giver and the parties permitted to rely. The recipient entitled to rely is generally the addressee unless the letter expressly expands reliance. Reliance typically implies a duty of care and may support claims for negligently given opinions. Some jurisdictions also recognize foreseeable third-party reliance, such as in loan participation structures, while future lender reliance can raise concerns addressed through customary practice and limiting language.",{"@graph":63,"@context":122},[64,80,101],{"@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/reliance-parties-to-third-party-opinion-letters-in-commercial-real-estate-finance-transactions/280913/",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/reliance-parties-to-third-party-opinion-letters-in-commercial-real-estate-finance-transactions/280913.png","ImageObject",442,249,{"name":88,"@type":89},"Rizky","Person",{"url":68,"name":91,"@type":92},"DocShare","Organization","application/pdf","2026-10-19","2026-09-16",true,{"@type":98,"interactionType":99,"userInteractionCount":15},"InteractionCounter",{"@type":100},"ViewAction",{"@type":102,"mainEntity":103},"FAQPage",[104,110,114,118],{"name":105,"@type":106,"acceptedAnswer":107},"Who is generally entitled to rely on an opinion letter in a commercial real estate finance transaction?","Question",{"text":108,"@type":109},"The opinion recipient identified in the opinion letter, usually the addressee and often one or more lenders, is entitled to rely unless the opinion letter expressly states otherwise.","Answer",{"name":111,"@type":106,"acceptedAnswer":112},"Why is reliance on an opinion letter important to the opinion giver?",{"text":113,"@type":109},"Because reliance generally means a duty of care is created between the opinion giver and the permitted relying party, and negligent opinions that cause damage may lead to claims.",{"name":115,"@type":106,"acceptedAnswer":116},"Can third parties not expressly addressed in the opinion letter rely on it?",{"text":117,"@type":109},"In some jurisdictions, foreseeable reliance can create a duty to certain third parties, such as when an opinion is given to the lead lender in a loan participation.",{"name":119,"@type":106,"acceptedAnswer":120},"What concerns arise when the opinion recipient requests that future lenders and assignees be allowed to rely?",{"text":121,"@type":109},"Concerns include successors or assignees not understanding customary practice and its qualifications, the opinion being treated as reissued upon later acquisitions, exposure across multiple jurisdictions, and claims by opportunistic lenders or assignees.","https://schema.org",{"og:url":78,"og:type":124,"og:title":59,"og:site_name":91,"og:description":61},"article",{"robots":126,"canonical":78},"index,follow",{"doc_id":128,"site_id":56},280913,1790163586,{"code":4,"msg":5,"data":131},{"doc_id":128,"user_id":132,"nickname":88,"user_avatar":133,"doc_module":9,"category_id":40,"category_name":41,"doc_title":59,"doc_description":61,"doc_content":134,"file_id":135,"file_url":136,"file_type":137,"file_size":138,"view_count":15,"is_deleted":4,"is_public":9,"is_downloadable":9,"audit_status":9,"page_count":79,"language":139,"language_code":57,"site_id":56,"html_lang":57,"table_of_contents":140,"faqs":141,"seo_title":142,"seo_description":61,"update_tm":143,"read_time":73},962085564807,"https://ap-avatar.wpscdn.com/davatar_6f874abed73319feea01a86fa6f0fab8","Reliance Parties to Third-Party Opinion Letters in Commercial Real Estate Finance Transactions1  \nRobert J. Krapf, Richards, Layton & Finger, P.A., Wilmington, DE  \nS. Scott Willis, Fishman Haygood L.L.P., New Orleans, LA  \nAn opinion letter in a commercial real estate finance transaction will generally be addressed to the opinion recipient, usually one or more lenders in the transaction. Except if expressly stated otherwise in the opinion letter, the only person entitled to rely on the opinion is the opinion recipient identified in the opinion letter, usually the addressee.2 There is no need to state this limitation in the opinion letter, as the limitation is implicit in all opinions.3  \nReliance on opinions letters is important for the opinion giver as reliance generally also means that a duty of care has been created between the opinion giver and the person who is relying on the opinion letter. In the words of the 1998 New York Mortgage Opinion Report:  \n‘Reliance’ on the opinion by a person other than the client usually means that the opinion giver has a professional duty of care to the persons who are permitted to rely on it and who reasonably do so. If the opinion is negligently given and  \nresults in damage to such persons, they may have a claim against the opinion  \ngiver.4  \nAnd in some jurisdictions, foreseeable reliance may give rise to a duty on the part of the opinion giver to third parties not expressly addressed in the opinion letter, such as when an opinion is given to the lead lender in a loan participation.5  \n1 This article is for informational purposes only and is not intended to be and should not be taken as legal advice. In addition, this article is the statement by the authors only and does not necessarily reflect the views of Richards, Layton & Finger, P.A., any of its other attorneys, or its clients, nor the views ofFishman Haygood L.L.P., any of its other attorneys, or its clients. Robert Krapfis a director and vice-president of Richards, Layton & Finger, P.A., in Wilmington, Delaware, and Scott Willis is a partner ofFishman Haygood L.L.P. in New Orleans, Louisiana.  \n2 Committee on Legal Opinions in Real Estate Transactions, the American Bar Association Section of Real Property, Trust and Estate Law, Attorneys' Opinions Committee, the American College of Real Estate Lawyers & Opinions Committee, the American College of Mortgage Attorneys (the \"Real Estate Opinion Committees\"), Real Estate Finance Opinion Report of 2012, 47 REAL PROP. PROB. & TR. L. J. 213 (2012) (hereinafter the 2012 Report)  \n§0.3 at 227; A. FIELD & J. SMITH, 1 LEGAL OPINIONS IN BUSINESS TRANSACTIONS §8.5.1 at 177 (2014) (hereafter FIELD); R. THOMPSON, REAL ESTATE OPINION LETTER PRACTICE § 3.18 AT 112-114 (2009) .  \n3 Subcommittee on Mortgage Loan Opinions, Comm. on Real Property Law, the Ass'n of the Bar of the City of New York & Attorney Opinion Letters Comm., Real Property Law Section, New York State Bar Ass'n, 1998 Mortgage Loan Opinion Report, 54 BUS. LAW. 119, 132 (1998) (hereinafter 1998 Mortgage Loan Opinion Report) .  \n4 1998 Mortgage Loan Opinion Report at 171.  \n5 THOMPSON REAL ESTATE OPINION LETTER PRACTICE § 3.18 AT 112.  \nIn addition to the potential for reliance by unaddressed persons, the opinion recipient also often requests that the opinion giver permit future lenders and assignees to rely upon the opinion letter. Many opinion givers are reluctant to agree to this request because of various concerns, including that (i) successors and assigns may not understand applicable customary practice and therefore may not appreciate the assumptions and qualifications that limit the scope of the opinion letter; (ii) the opinion may be deemed reissued as of the date a future lender or assignee acquiresits interest in the loan; (iii) claims may arise in multiple jurisdictions or under the laws of multiple jurisdictions because of the addition of these future reliance parties; or (iv) claims may be brought by \"rogue\" or \"vulture\"","cbCairIjXZ9kvPIr","https://ap.wps.com/l/cbCairIjXZ9kvPIr","pdf",136310,"English","# Reliance on Opinion Letters in Commercial Real Estate Finance Transactions\n## Limits on who may rely on an opinion letter\n## Duty of care created by reliance\n## Foreseeable third-party reliance in certain jurisdictions\n## Requests to allow future lenders and assignees to rely\n## Reluctance and customary-practice-based clarifications\n## Examples of limitation and assignee reliance provisions","[{\"question\":\"Who is generally entitled to rely on an opinion letter in a commercial real estate finance transaction?\",\"answer\":\"The opinion recipient identified in the opinion letter, usually the addressee and often one or more lenders, is entitled to rely unless the opinion letter expressly states otherwise.\"},{\"question\":\"Why is reliance on an opinion letter important to the opinion giver?\",\"answer\":\"Because reliance generally means a duty of care is created between the opinion giver and the permitted relying party, and negligent opinions that cause damage may lead to claims.\"},{\"question\":\"Can third parties not expressly addressed in the opinion letter rely on it?\",\"answer\":\"In some jurisdictions, foreseeable reliance can create a duty to certain third parties, such as when an opinion is given to the lead lender in a loan participation.\"},{\"question\":\"What concerns arise when the opinion recipient requests that future lenders and assignees be allowed to rely?\",\"answer\":\"Concerns include successors or assignees not understanding customary practice and its qualifications, the opinion being treated as reissued upon later acquisitions, exposure across multiple jurisdictions, and claims by opportunistic lenders or assignees.\"}]","Reliance Parties to Third-Party Opinion Letters in Commercial Real Estate Finance Transactions | PDF",1789562095]