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Sellers Counsel Opinion

Draft Seller's Counsel Opinion Letters in Minutes

12 minutes with CaseMark

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1. Add your email so we know where to send the result.

2. Upload the files you want analyzed.

3. Run the workflow and we'll take it from there.

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Save and reopen matters, keep documents together, refine the output, rerun with changes, and export or share polished work product when you're done.

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Sellers Counsel Opinion

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Workflow

Sellers Counsel Opinion

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 ABA Legal Opinion Accord-compliant opinion letters complete with proper scope definitions, document examination sections, legal opinions, and market-standard qualifications.

Drafting Opinion of Seller's Counsel letters for APA closings is one of the most time-intensive tasks in M&A practice. Attorneys must manually cross-reference executed agreements, organizational documents, authorization records, and search results while ensuring strict compliance with ABA Legal Opinion Accord standards—often under intense closing deadline pressure.

CaseMark automates the heavy lifting of opinion letter drafting by analyzing your uploaded transaction documents and generating a comprehensive, ABA Accord-compliant first draft. The AI extracts critical deal terms, organizes document references by category, and applies market-standard assumptions and qualifications, freeing attorneys to focus on substantive legal judgment rather than document assembly.

How it works

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

  2. 2. AI analyzes transaction details, party information, 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 & Closing

What it handles

  • ABA Legal Opinion Accord-compliant letter structure

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

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

  • Comprehensive assumptions, qualifications, and reliance limitations

  • Customizable scope boundaries aligned to APA opinion-delivery sections

  • Market-standard formatting with proper letterhead, addressee, and introduction 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

  • Authorization Records

    Board or manager resolutions and shareholder or member consents authorizing the transaction

    .pdf, .docx

Supporting documents

  • Ancillary Agreements

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

    .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

    .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 formatting inconsistencies and ensure all required opinion sections are addressed

Automatically extract and organize party names, jurisdictions, dates, and consent requirements from uploaded documents

Produce consistent, market-standard assumptions, qualifications, and reliance limitations across every deal

Questions

Does this 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.

Can I customize the scope of the opinion to match my APA requirements?

Absolutely. CaseMark identifies the opinion-delivery section of your APA and tailors the scope, addressees, and reliance permissions accordingly. You can further refine any section before finalizing.

What types of transactions does this skill support?

This skill is designed specifically for asset purchase agreement (APA) closings in M&A transactions. CaseMark handles the full range of ancillary documents including TSAs, escrow agreements, IP assignments, and bills of sale.

How does CaseMark handle the documents-examined section?

CaseMark automatically organizes referenced documents into categories—transaction documents, organizational documents, corporate records, and government/third-party materials—based on what you upload and what the APA references.

Can buyer's counsel and other parties rely on this opinion?

CaseMark drafts appropriate reliance language based on the APA's requirements. You control which parties are named as addressees and whether reliance permissions extend to buyer's counsel, lenders, or other third parties.

Do I still need to review the generated opinion letter?

Yes. CaseMark produces a comprehensive first draft that significantly accelerates your workflow, but attorney review remains essential to verify factual accuracy, confirm due diligence findings, and ensure all deal-specific nuances are addressed.

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