The CMBS guidelines require that if the borrower is a Delaware entity, the borrower provide specific legal opinions issued by Delaware counsel. The Delaware “State Law” opinion assures the lender as to matters affecting the borrowing entity, such as due formation and existence, and as to matters affecting the loan, such as due authorization and execution of the loan documents. The Delaware “Authority to File” opinion assures the lender that the provisions in the loan and formative documents restricting borrower bankruptcy filings will be enforceable.
We have provided Delaware legal opinions for over 100 loan transactions in the past three years, including opinions to almost all national and CMBS lenders, and to lenders making FNMA and FHLMC backed loans. Our extensive experience with lender law firms allows us to provide the opinions with high efficiency, minimizing the time and cost of borrower’s primary counsel and of lender’s counsel. Additionally, we can provide guidance on drafting the borrower entity documents and on structuring the entities.