Special Report of the TriBar Opinion Committee: The Remedies Opinion—Deciding When to Include Exceptions and Assumptions

The TriBar Opinion Committee's report on Third-Party "Closing" Opinions ("1998 TriBar Report") describes customary practice in preparing and interpreting third-party closing opinions. This report augments the analysis of the remedies opinion contained in that report. The remedies opinion addresses the enforceability of each of the undertakings of the opinion giver's client (the "Company") in the agreement between the Company and the opinion recipient. These undertakings include affirmative and negative covenants of the Company and the remedies specified in the agreement for breaches by the Company of its contractual obligations. They also include provisions for interpreting and administering the agreement and resolving disputes under it. The meaning of the remedies opinion is based on the customary practice of lawyers who regularly give, and lawyers who regularly advise clients regarding opinions of the kind involved. By amplifying the meaning of abbreviated opinion language, customary practice provides the framework for preparing and interpreting the opinion.