Legal Opinions play an important role in Dutch legal practice, especially in international transaction and financing practices.
Nevertheless, the average lawyer does not know much about opinions, nor about their backgrounds, set-up, scope and limitations. This has to do with the fact that they are drafted exclusively and negotiated by specific departments of large or specialized offices. As a result, the opinion practice takes place in a certain isolation.
Rely on the opinion
Opinions are almost always in English and often take the form of a letter to the investor. The preamble thereof states on the basis of which laws the opinion has been drafted and that it is based, for example, on case law of the Supreme Court only. At the end, you will usually find explicit wording about who can, and especially cannot, rely on the opinion. Because the heart of the opinion actually always contains positive statements, the nuance and explanation take place in two separate parts of the opinion, the so-called assumptions and qualifications respectively. The assumptions contain the, often factual presumptions on which the opinion is based and the qualifications contain the explanation of those areas of Dutch law that are necessary to put the opinion in the right perspective. This concerns, for example, the reference to civil law regulations, company law regulations, property law provisions, insolvency regulations and directly effective EU law. In fact, a fully updated and carefully condensed description of the parts of our Dutch law that are most important to the investor.