From the Solicitors’ Legal Opinions Committee
The Solicitors’ Legal Opinions Committee of British Columbia (SLOC) is a committee formed by senior members of the British Columbia Bar. It is not a committee of the Law Society or any other body. Its members are among the most experienced commercial lawyers in British Columbia and represent a range of law firms in size, practices, and regions.
Constituted in 1987, SLOC’s purpose is to prepare and provide sample legal opinions to lawyers engaged in commercial practice. The forms should assist lawyers in determining the appropriate scope and language of the legal opinions to be provided by legal counsel in particular commercial transactions.
These materials are provided as guides and aids to commercial legal opinion practice: they are not formal or authoritative. BCCBA and SOC, its members, and the firms to which the members may at any time belong are not responsible or liable to any person or firm that uses or relies upon these materials.
SLOC’s first statement was adopted by SLOC on May 2, 1989, and states:
The general practice is that, regardless of the amount being secured, opinions from solicitors for borrowers as to the validity, legality, binding effect, or enforceability of standard form security instruments are neither requested nor given, except in unusual circumstances.
SLOC reaffirms that statement but broadens its application to all “standard form documents”, which is intended to encompass all forms of documents that are developed and provided by one party to an agreement and are used by that party in substantially the same form for similar matters and is not to be materially changed for use in a specific transaction. Model Opinion under # 2 is the recommended form of opinion for use by British Columbia legal counsel in respect of “Standard Form Documents”
SLOC attempts the often amorphous and always difficult process of developing a consensus on opinion issues and guidelines on ethical and professional issues related to negotiating and preparing opinions in British Columbia.
The forms of opinions to date are listed in the index below, and available on this website, can be accessed through the index.
SLOC’s purpose is to provide these sample opinions to lawyers engaged in commercial practice as forms of opinions that have been reviewed and considered by SLOC and represent a consensus of SLOC of the contents and language of the opinions. The forms published should assist lawyers in determining the appropriate scope and language of the opinions to be provided by legal counsel in a particular transaction.
SLOC recommends that lawyers adopt the forms of opinions available on this website in the completion of commercial transactions. Using these forms will alleviate the often contentious discussions that can occur between legal counsel in settling the scope and language of the opinions and enable legal counsel to expedite the closing of transactions.
There are several “qualifications” in the forms of opinions. Not all are relevant to all transactions or documents. SLOC recommends that legal counsel exclude those qualifications that are not applicable to the transaction or the documents for which the opinion is given and include other qualifications appropriate to the particular transaction.
The forms of opinions currently available on this website are not “static” and members of SLOC welcomes comments from lawyers to any of the forms. This will greatly assist SLOC in maintaining the currency of the forms of opinions.
Members of SLOC represent themselves and not their firms on the committee, although members are expected to draw information from their firms and pass drafts for comment through their firms and within the profession.
SLOC, its members, and the firms to which the members might at any time belong are not responsible or liable to any person or firm that uses or relies on these materials.
October 2022