We Get Non-Consolidation.

Our bankruptcy practitioners can issue non-consolidation opinions when needed to close.




Non-Consolidation Opinions

Rosenberg Martin Greenberg issues legal opinions, including non-consolidation opinions, related to commercial lending transactions. Whether required as part of a loan transaction that exceeds a designated dollar threshold or as a precursor to a structured finance or securitization deal, the issuance of a non-consolidation opinion letter by highly qualified counsel is often the sine qua non to achieving a final agreement. It is designed to reassure lenders that the borrower or debt issuer will remain separate from its originating entity and/or from the organization that services the relevant assets, in the event one of those entities seeks bankruptcy protection.

Few law firms are sufficiently qualified and familiar with the extremely technical structured finance and bankruptcy principles necessary to issue an opinion of this nature, despite the fact that they are indispensable to bringing such transactions to conclusion. The attorneys at Rosenberg Martin Greenberg possess the experience, training and analytical skills necessary to render non-consolidation opinions to those seeking to enter into complex agreements with lenders across the Mid-Atlantic region and beyond.

How a non-consolidation opinion letter works

Integral to the process of closing loan transactions in capital markets and other securitization agreements is the notion that the mortgaged assets be held by a single purpose entity, sometimes referred to as an “SPE.” Such an entity will be engaged in no business besides owning the property related to the loan being sought and will have no additional debts beside the loan amount and perhaps a minimal amount of trade debt. These entities may be corporations, business trusts, partnerships or limited liability companies. SPEs are created to establish that the success of the loan will be affected only by factors directly related to the mortgaged asset and nothing else.

The process of rendering a non-consolidation opinion involves exhaustive review of all questions and considerations underlying the proposed loan agreement. The attorney opinion letter provides a prospective lender with additional confidence in the SPE's capacity and willingness to remain separate and distinct from affiliates in all ways pertinent to the loan transaction.

Single Member Opinions and Authority to File Opinions

Often borrower’s counsel is requested to also issue “single member” and “authority to file” opinions in conjunction with a non-consolidation opinion.  Rosenberg Martin Greenberg also has experience is issuing such opinions.

Seasoned counsel for structured finance clients and commercial loan borrowers

Finding commercial lending counsel capable of drafting high level non-consolidation opinion letters is challenging. Hands-on experience and an in-depth understanding of securitization and structured finance agreements is absolutely necessary in cases where conventional lending arrangements will not suffice. Attorneys at Rosenberg Martin Greenberg have the requisite experience and are readily available to assist clients throughout the Mid-Atlantic area. Call to learn more about our legal services and how our firm can assist your business.

Non-Consolidation Opinions Team

The Latest from the Knowledge Center...

Rosenberg Martin Greenberg Welcomes Four New Attorneys

September 9, 2021

Rosenberg Martin Greenberg is pleased to announce the addition of  Bryan K. Saxton, Brooke A. Hutchins, Drew E. Tildon, and Thérian (Jung Yong) Lee. Barry Greenberg, RMG’s Managing Partner and head of the Firm’s real estate practice group, said: “Our new attorneys add additional depth to multiple practice groups within the firm and are eager to work…

Seventeen Rosenberg Martin Greenberg, LLP Attorneys Selected for Inclusion in Baltimore Best Lawyers in America in 2022

August 23, 2021

Rosenberg Martin Greenberg, LLP is proud to announce that 17 of its attorneys have been selected by their peers for inclusion in the Best Lawyers® in America 2022 List, to be featured in U.S. News & World Report. Best Lawyers® is a respected peer-review publication in the legal profession which has been published for over…

Rosenberg Martin Greenberg, LLP Welcomes Seven New Attorneys During Pandemic of 2020-21

April 12, 2021

Rosenberg Martin Greenberg is pleased to announce the addition of our “COVID class” of seven new attorneys to the firm during the past 12 months. We would like to welcome Christina “Chrissy” Bolmarcich, Brett F. Baldino, Jeffrey S. Greenberg, Gabrielle D. Shirley, Jessica L. Duvall, Robert M. Berman and M. Ari Storch. Barry Greenberg, RMG’s Managing Partner and head of the Firm’s real…

Nineteen Rosenberg Martin Greenberg Lawyers Honored by Maryland Super Lawyers® in 2021

December 15, 2020

Rosenberg Martin Greenberg is proud to announce that nineteen of its attorneys have been selected for inclusion in the 2021 edition of Maryland Super Lawyers®. The firm’s attorneys who have been selected include Benjamin Rosenberg, Gerard Martin, Barry Greenberg, Gerard Gaeng, Andrew Baida, Louis Ebert, William Hallam, David Wyand, Caroline Hecker, Charles Curlett, Jr., and…

Rosenberg Martin Greenberg LLP Ranked in 25 Practice Areas in 2021 “Best Law Firms” List

November 5, 2020

Rosenberg Martin Greenberg LLP is pleased to announce that the firm has been ranked in the 2021 U.S. News – Best Lawyers® “Best Law Firms” list nationally in 6 practice areas and regionally in 19 practice areas. Firms included in the 2021 “Best Law Firms” list are recognized for professional excellence with persistently impressive ratings…

Consumer Lending Laws May Be A Trap For Even The Wary

October 5, 2020

It is no surprise to anyone involved in consumer lending that laws designed to protect consumers from inception of the loan relationship through collection of the loan following default vary greatly from state to state and even by loan type within a state. Not staying on top of these variations can get even an experienced…

Rosenberg Martin Greenberg, LLP Elects Five New Partners

September 16, 2020

Rosenberg Martin Greenberg, LLP is pleased to announce the election of five of its attorneys as partners of the firm, effective September 10, 2020. The new partners are R. Kelvin Antill, Adam D. Baker, Jamar R. Brown, John A. Carpenter, Jr. and Jeffrey M. Lichtstein. “I am very proud of our new partners, all of whom are exceptional people and highly…

Building Black-Owned Business in Baltimore

July 10, 2020

The protests engulfing the country over the last month have not only raised overdue awareness of the criminal justice system, but that they are just a symptom of the legacy of government policies and institutional practices that have advanced and perpetuated racial inequality. As a Baltimore-based law firm, we have reflected on ways that we…

June 4, 2020

Clowns Congress to the Left, Jokers the SBA to the Right, Here Business Owners and Banks Are, Stuck in the Middle of Impending Conflicts Created by the Paycheck Protection Program By Brian J. Crepeau and Brandon N. Mourges In March 2020, Congressional leaders “got the feeling that something ain’t right.”  Mass hysteria was building and…

Rock, Paper, Scissors: Virginia Supreme Court Adopts Partial Subordination Rule to Interpret Subordination Agreements

February 11, 2020

Everyone is familiar with the “Rock, Paper, Scissors” method of resolving disputes where scissors cut paper, paper covers rock, and rock breaks scissors.  In Futuri Real Estate, Inc. v. Atlantic Trustee Services, the Virginia Supreme Court had to decide whether a Subordination Agreement in which the first lienholder agreed to subordinate its lien to the…