Solicitors’ Legal Opinions

Practice Point

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 a particular commercial transactions

These material 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 web site, can be accessed through the index.

SLOC’s purpose is to provide the 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 web site 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 web site are not “static” and members of SLOC welcomes comments from lawyers to the 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.

April 2022

General Opinion Information

  1. Statement of the Solicitors’ Legal Opinions Committee Concerning Legal Opinions: Standard Form Security Instruments, adopted May 1989 and published in the Benchers’ Bulletin, 1989: No.10, November.

This statement contains the recommended practice standard for opinions from a client’s lawyer to the client or lawyer that is the other party to the transaction.

SLOC has broadened the application of the statement to all “standard form documents”. See: “From the Solicitors’ Legal Opinion Committee” above.

  1. The Silverado Accord including Certain Guidelines, August 1992 and distributed by the Law Society in October 1992

  2. Suggested Protocols for Virtual Closings – July 2014

  3. Due Diligence Checklist [in process]

  4. Notes re Standard Opinions

Forms of Opinions and Statements

General

  1. Model Form of Opinion for Standard Form Documents (PDF) (November 2021) (download Word format)

For use with standard form documents:  These may be loan and mortgage documents or other forms of documents that are prepared by the recipient of the opinion (including the recipient’s lawyer), the form of which does vary substantially from a standard form.

Commercial

  1. Model Form of Commercial Opinion (PDF) – November 2021 (download Word format)

For use in commercial transactions, including lending transactions without security, where the documents are not in a standard form and have been negotiated between the parties and their lawyers.

  1. Model Form of Personal Property Security Act (PPSA) Opinion (PDF) – November 2021 (download Word format)

For use in transactions where personal property security is being granted where the documents are not in a standard form and have been negotiated between the parties and their lawyers.  This opinion could also be used where a security interest in personal property in British Columbia is being obtained under a general security agreement as part of a transaction being concluded in another jurisdiction.

  1. Model Form of Addendum to Commercial Opinion re Foreign Law (PDF) – February 2011 (download Word format)

For use where an opinion is to be provided on documents that are governed by laws other than British Columbia or recourse is to a court outside of British Columbia, including the enforcement in British Columbia of a judgement of such court. This form of opinion is an addendum that could be added to the other forms of opinions recommended by SLOC.

  1. Model Form of Addendum to Commercial Opinion re Limited Partnership (PDF) – May 2017 (download Word format).

For use where a limited partnership is a party.  This form of opinion is an addendum that could be added to the other forms of opinions recommended by SLOC

Real Estate

  1. Model Form of Real Estate Opinion (Fee Simple Title) (PDF) – April 2022 (download Word format)

For use in real estate transactions, including mortgage transactions, where the documents are not in a standard form and have been negotiated between the parties and their lawyers.

  1. Model Form of Real Estate Opinion (Title held by a Nominee) (PDF) – April 2022 (download Word format)

For use in real estate transactions, including mortgage transactions, where title to the lands is held in the name of a corporate nominee, the documents are not in a standard form, and have been negotiated between the parties and their lawyers.

In appreciation

Sandra D. Sutherland, KC chaired SLOC for over 30 years, from its establishment in 1988 until 2018. Sandra brought a dedicated exactness to committee deliberations, always searching for the correct words and reviewing published sources. She was responsible for most of the comments to the opinions posted on this web page. Sandra wrote several of the earliest papers in BC on legal opinions in commercial transaction, and organized and chaired several continuing legal education programs on the subject. When challenged on her refusal to provide an opinion with the words “but you are getting paid for it,” she is reported to have said “my opinion is not for sale.”  Sandra believes that in both requesting and responding to requests for opinion coverage, parties should be guided by ethical behaviour and professionalism. She strongly advocated the “Golden Rule” of opinion giving and adoption of Guidelines for the Preparation of Closing prepared by the Committee on Legal Opinions of the ABA’s Section of Business Law. These subjects are covered  in Statement 3 of the The Silverado Accord including Certain Guidelines, distributed by the Law Society in 1992. The committee and all BC lawyers have greatly benefited from her dedication and guidance, and the materials on this web page reflect her work for over three decades.

John Lundell, KC – Many respected, practising solicitors have contributed to SLOC and its work, but no one has been more illustrious or contributed more to opinion practice than John Lundell, KC, who began his work in 1977 with a paper on opinion practice in BC and served on the committee until he passed away in 2010. John had an astonishing knowledge of the law and a sharp intellect which, combined with his humble nature and his gentle professional manner, drew many within the legal community to consult him, to rely on him, and inevitably to be swayed by his views on the ethical and professional issues that concern us all.

Members of the Solicitors Legal Opinion Committee (SLOC) British Columbia – April 2022

  • Stephen Curran (Chair) – Lakes White, LLP
  • Donald Bird – Borden Ladner Gervais LLP
  • Kimberly Burns – Dentons Canada LLP
  • Ardeshir Darabi – Goluboff & Mazzei
  • Andrea East – Pushor Mitchell LLP
  • Mitchell H. Gropper, KC – Farris LLP
  • Jennifer Honeyman – Stikeman Elliott LLP
  • Kathleen Keilty – Blake, Cassels & Graydon LLP
  • Jordan Langlois – Kornfeld LLP
  • James (Jay) LeMoine – Norton Rose Fulbright Canada LLP
  • Carol Liao – Peter A. Allard School of Law, University of British Columbia
  • Michael Low – Lawson Lundell LLP
  • Martha Martindale – Osler, Hoskin & Harcourt LLP
  • Jill Pereira – McMillan LLP
  • Mark Schmidt – DLA Piper (Canada) LLP
  • Anne M. Stewart, KC – Blake, Cassels & Graydon LLP (Retired Partner)
  • Shauna Towriss – Cassels Brock LLP
  • Bruce Woolley, KC