LEGAL OPINIONS IN THE NETHERLANDS ANTILLES AND ARUBA
A legal opinion looks like a collection of legalisms
A legal opinion is a document by which a lawyer / attorney communicates objective legal advice to a client or a third party. His legal opinion speaks only as to domestic law not foreign law: legal comfort is local by nature, not global.
When buying shares, or investing monies in a company, or concluding an agreement, especially in a foreign jurisdiction, one might want to rely on a legal opinion issued by local counsel regarding, for example, the good standing of certain parties involved, whether a company has the corporate power to enter into the agreement, the validity and enforceability of the agreement, and whether all necessary consents and approvals have been obtained. The opinions are expressions of professional judgment regarding the legal matters addressed; they are no guarantees.
Legal opinions customarily are based on assumptions, because the lawyer / attorney involved has no personal knowledge of all the factual information needed to support his opinion. Factual assumptions frequently used are that copies of documents sent to the lawyer / attorney are identical to the originals, that signatures are genuine and that all relevant meetings have been duly held and duly qualified quorums have been obtained.
All legal opinions are subject to qualifications (exclusions) which as such limit the (scope of the) opinions rendered. Common qualifications are that the opinion on legal validity is subject to bankruptcy (regulations) and that the validity and enforcement are subject to the doctrine of good faith (reasonableness and fairness).
An opinion whether or not prepared for a commercial or professional client should be written in a style that is appropriate to the person to whom it is addressed. However, in general, legal opinions are not written in plain English and they are certainly not free from legalisms. The use of obscure language as well as difficult linguistic constructions is quite common. Strangely enough, this is dictated by market practice.
Karel Frielink
Attorney (Lawyer) / Partner
