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Sellers Counsel Opinion

Draft Seller's Counsel Opinions in Minutes, Not Hours

12 minutes with CaseMark

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Upload your documents and get a finished work product in minutes. New accounts get $5 free to run their first skill.

12 minutes with CaseMark

What you'll need

  • Executed Asset Purchase Agreement
  • Seller Organizational Documents
  • Ancillary Transaction Agreements

SOC 2 Type II · HIPAA compliant · $5 free credit

Workflow

Overview

CaseMark's Seller's Counsel Opinion skill automates the drafting of closing opinion letters for asset purchase agreement transactions. By analyzing your executed APA, organizational documents, and ancillary agreements, it produces a comprehensive, ABA Legal Opinion Accord-compliant opinion letter ready for attorney review and customization.

Drafting Opinion of Seller's Counsel letters for APA closings is a painstaking, detail-intensive process. Attorneys must cross-reference multiple transaction documents, organizational records, and authorization materials to ensure every required opinion, assumption, and qualification is properly addressed. A single omission or inconsistency can delay closings or create liability exposure.

CaseMark automates the heavy lifting of opinion letter drafting by analyzing your uploaded transaction documents and generating a complete, ABA Legal Opinion Accord-compliant letter. The AI extracts party names, jurisdictions, consent requirements, and opinion scope directly from your APA, producing a structured draft that attorneys can review, refine, and finalize with confidence.

How it works

  1. 1. Upload your executed APA, seller organizational documents, and ancillary agreements

  2. 2. AI analyzes transaction terms, party details, jurisdictions, and opinion scope requirements

  3. 3. Review and customize the generated opinion letter, assumptions, and qualifications

  4. 4. Export the finalized opinion letter in your preferred format (DOCX, PDF)

What you get

  • Letterhead & Addressee Block

  • Introduction & Scope Definition

  • Documents Examined Section

  • Legal Opinions

  • Assumptions & Qualifications

  • Reliance Limitations & Signature

What it handles

  • ABA Legal Opinion Accord-compliant letter structure

  • Automatic extraction of party names, jurisdictions, and key dates from APA documents

  • Comprehensive assumptions, qualifications, and reliance limitations

  • Organized documents-examined section categorized by transaction, organizational, and governmental records

  • Customizable opinion scope aligned to APA opinion-delivery requirements

  • Market-standard formatting with letterhead, addressee, and signature blocks

Required documents

  • Executed Asset Purchase Agreement

    The fully executed APA including all exhibits, schedules, and disclosure letters

    .pdf, .docx

  • Seller Organizational Documents

    Articles or certificate of formation, bylaws or operating agreement, and any amendments

    .pdf, .docx

  • Ancillary Transaction Agreements

    TSA, non-compete, escrow, IP assignment, bill of sale, and other ancillary closing documents

    .pdf, .docx

Supporting documents

  • Board or Manager Resolutions

    Authorization records including board resolutions, manager approvals, or member consents

    .pdf, .docx

  • Good Standing Certificate

    Current good standing certificate from the seller's state of organization

    .pdf

  • Lien and Litigation Search Results

    UCC, judgment, and litigation search results for the seller entity

    .pdf, .docx

  • Officer's Certificate

    Factual representations and certifications from seller's officers

    .pdf, .docx

  • Third-Party Consents

    Governmental, lender, and third-party consents obtained for the transaction

    .pdf, .docx

Why teams use it

Reduce opinion letter drafting time from hours to minutes while maintaining ABA Accord compliance

Eliminate the risk of missing required opinions, assumptions, or qualifications by automating extraction from APA terms

Ensure consistent formatting and market-standard language across all M&A closing opinion letters

Free up senior attorney time for substantive legal judgment rather than document assembly

Questions

Does the opinion letter conform to ABA Legal Opinion Accord standards?

Yes. CaseMark generates opinion letters that follow the ABA Legal Opinion Accord framework, including standard assumptions, qualifications, and reliance limitations recognized in current market practice. You can further customize any section to match your firm's specific conventions.

What types of transactions does this skill support?

This skill is designed specifically for asset purchase agreement (APA) closings in M&A transactions. CaseMark extracts the relevant opinion-delivery requirements from your APA and drafts the seller's counsel opinion letter accordingly.

Can I customize the scope of opinions included in the letter?

Absolutely. CaseMark identifies the opinion scope required by your APA's opinion-delivery section and generates corresponding opinions. You can add, remove, or modify individual opinions, qualifications, and assumptions before finalizing.

What documents do I need to upload?

At minimum, upload the executed APA with schedules and exhibits, seller organizational documents (articles of formation, operating agreement), and ancillary agreements. CaseMark can also incorporate authorization records, good standing certificates, lien searches, and officer's certificates for a more comprehensive draft.

How does CaseMark handle jurisdictional variations?

CaseMark identifies the seller's state of organization and any other relevant jurisdictions from your uploaded documents. The generated opinion letter includes jurisdiction-specific qualifications and references appropriate governing law, which you can review and adjust.

Can multiple attorneys collaborate on the draft?

Yes. CaseMark allows you to export the generated opinion letter and share it with your team for collaborative review. The structured output makes it easy to divide review responsibilities across assumptions, qualifications, and substantive opinions.

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