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

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