Glazer and FitzGibbon on Legal Opinions, 4th Edition

Author: Donald W. Glazer; Scott T. FitzGibbon; Steven O. Weise
Publisher: Wolters Kluwer Legal & Regulatory U.S.
ISBN: 9781543882612

Previous Edition ISBN: 9780735560659
Published In: May 2026
Format: Hardback + CD-ROM
Jurisdiction: U.S. ? Disclaimer:
Countri(es) stated herein are used as reference only

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Description
Contents
Author

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Now you can draft and defend accurate, well-supported third party legal opinions with complete confidence! In Glazer and FitzGibbon on Legal Opinions: Drafting, Interpreting, and Supporting Closing Opinions in Business Transactions, Fourth Edition, three outstanding authorities give you intensely practical guidance - including sample opinion language throughout the text - that shows you how to determine which versions of the standard opinion clauses you should use, establish the factual basis for the opinion, and take all the steps necessary to support your opinion. The authors describe customary practice and its implications, identify areas of uncertainty and suggests how disputed areas should be resolved.

Extensive appendices reproduce all the ABA and TriBar Opinion Committee Reports, as well as all the Bar Association reports of various states. This valuable information is also included on a bonus companion CD-ROM.

Introduction
The Opinion Framework
Unqualified, Qualified, and Reasoned Opinions
Establishing the Factual Basis for the Opinion
Responsibility of Principal Counsel for Opinions of Other Counsel
Opinions on Company's Status as a Corporation: Incorporation, Existence, and Good Standing
Opinions on Qualification to Do Business and Good Standing in Jurisdictions Other than the State of Incorporation
Opinions of Corporate Power
The Enforceability Opinion
Opinion That Stock is Duly Authorized, Validly Issued, Fully Paid and Nonassessable
Opinions on Secondary Sales of Stock
Opinions on Security Interests in Personal Property
No Violation of Law Opinions
Opinions on Compliance with Court and Administrative Orders
Opinions on Governmental Approvals and Filings
"No Breach or Default" and Related Opinions
No Litigation Opinions
Negative Assurance

Donald W. Glazer

LL.M.; J.D.; B.A.

Donald W. Glazer is advisory counsel to the Boston law firm of Goodwin Procter LLP, and adviser to the firm’s Legal Opinions Committee. He formerly was a partner at the Boston law firm of Ropes & Gray, and a Lecturer on Law at Harvard Law School. Mr. Glazer is the author of numerous articles on legal opinions and is the co-author of two books, Glazer and FitzGibbon on Legal Opinions and Massachusetts Corporation Law and Practice. He is co-chair of the TriBar Opinion Committee, and a member of the Board of Directors of the Working Group on Legal Opinions Foundations. In 2009, the Working Group on Legal Opinions awarded Mr. Glazer the Fuld Award in recognition of his significant contribution to the field of legal opinions in business transactions.

Mr. Glazer is past chair of the Committee on Legal Opinions of the American Bar Association’s Business Law Section, and a former member of the Council of that Section. Mr. Glazer is also a past chair of the Business Law section of the Boston Bar Association, and past co-chair of that section’s Legal Opinions Committee and Securities Law Committee. Mr. Glazer has chaired and served as a participant in numerous programs on, and acted as an expert witness and consultant in many legal proceedings involving, closing opinions.