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Opinion Of Counsel On Agreements Governed By Foreign Law, Michael Gruson, Michael Kutschera

Vanderbilt Journal of Transnational Law

An opinion delivered as a condition precedent to the effectiveness of an agreement serves the purpose of assuring the opinion recipient of the correctness of the legal assumptions on which he bases his decision whether or not to enter into the agreement. In case of a transborder agreement, the laws of more than one country apply to various aspects of the transaction even if the agreement contains an express governing law clause, and the opinions of lawyers from the relevant countries must, if read together, cover all important legal issues. On the other hand, each lawyer must limit his opinion …