A written opinion is the practice’s core product, and the discipline behind everything else it does. It exists so that a decision-maker, whether a board, a lender, a committee or a counterparty, can see not just a conclusion but the text, the authority and the reasoning that produce it, and can rely on it later if the decision is questioned.
What an opinion contains
Every opinion states the question as instructed and as understood. It sets out the facts and documents relied on. It quotes the governing provisions rather than paraphrasing them where the words matter, and records the current judicial treatment of those provisions. It gives the answer with the degree of confidence stated honestly, explains what could change the answer, and closes with the practical course of action that follows. Assumptions and qualifications are listed, not buried.
When opinions are sought
Typical instructions include whether a proposed step is lawful and what approvals it needs. How a contract clause operates in a dispute that has not yet been filed. Whether a claim is worth pursuing, and in which forum. What liability attaches to a past act. Whether a position taken in a filing or a return can be defended. Opinions are also written to support transactions, as condition-precedent documents that lenders and investors can act on.
How the practice approaches it
The method is the point. Define the question narrowly enough to answer it. Verify every source in the official text. Test the conclusion against the contrary argument as an opposing counsel would put it. Only then advise. An opinion that has not survived the contrary argument is a draft.