Inclusive Real Estate Secured Transaction Opinion
In Which are Incorporated the Principal Concepts
The ABA Section of Business Law
Legal Opinion Accord
The ABA Section of Real Property,
Probate and Trust Law
The American College of Real Estate Lawyers
Report on Adaptation of the Legal Opinion Accord
A REPORT OF THE JOINT ABA/ACREL COMMITTEE COMPRISING:
The American Bar Association, Section of Real Property, Probate and Trust Law, Committee on Legal Opinions in Real Estate Transactions, Subcommittee on Creation of an Inclusive Opinion: David L. Miller, Washington, D.C., Co-Chair; Mark R. Spradling, Houston, Texas, Co-Chair; Benson Joel Barr, Southfield, Michigan; Gurdon H. Buck, Hartford, Connecticut; Frederic W. Clark, Philadelphia, Pennsylvania; Dianne S. Coscarelli, Cleveland, Ohio; William B. Dunn, Detroit, Michigan; Kenneth P. Ezell, Jr., Nashville, Tennessee; Timothy W. Grooms, Little Rock, Arkansas; Karl B. Holtzschue, New York, New York; Raymond Iwamoto, Honolulu, Hawaii; Thelma Rivera-Miranda, Hato Rey, Puerto Rico; Robert A. Thompson, San Francisco, California; and William L. Thompson, Jacksonville, Florida; and
AMERICAN COLLEGE OF REAL ESTATE LAWYERS ATTORNEYS’ OPINIONS COMMITTEE: Edward J. Levin, Baltimore, Maryland, Chair; Portia O. Morrison, Chicago, Illinois, Co-Vice Chair; Charles S. Sokoloff, Smithfield, Rhode Island, Co-Vice Chair; Robert A. Thompson, San Francisco, California, Co-Vice Chair; Charles H. Andresen, Duluth, Minnesota; David C. Auten, Philadelphia, Pennsylvania; Drake M. Batchelder, Ft. Lauderdale, Florida; Wm. Terry Bray, Austin, Texas; Stephen A. Bromberg, Birmingham, Michigan; Gurdon H. Buck, Hartford, Connecticut; Mert F. Buckley, Wichita, Kansas; James A. Cole, Baltimore, Maryland; William B. Dunn, Detroit, Michigan; A. James Elliott, Atlanta, Georgia; K. Gregory Erwin, Houston, Texas; Howard M. Feuerstein, Portland, Oregon; Joseph Finley, Minneapolis, Minnesota; W. Bebb Francis, III, San Antonio, Texas; Catherine T. Goldberg, Albuquerque, New Mexico; Martin Gottlieb, Boston, Massachusetts; Donald J. Gralen, Chicago, Illinois; Samuel F. Hatcher, Atlanta, Georgia; Robert O. Hetlage, St. Louis, Missouri; Karl B. Holtzschue, New York, New York; John B. Hood, Rochester, New York; Morris C. Kellett, Philadelphia, Pennsylvania; Henry M. Kittleson, Lakeland, Florida; Daniel L. Klein, Wilmington, Delaware; Michael Levin, Hartford, Connecticut; Timothy Martin, Louisville, Kentucky; Thomas A. Mason, Cleveland, Ohio; William L. McCown, Milwaukee, Wisconsin; K.C. McDaniel, New York, New York; Russell A. McNair, Jr., Detroit, Michigan; O’Malley M. Miller, Los Angeles, California; Allan E. Mulligan, Bloomington, Minnesota; J. Fred Powell, Birmingham, Alabama; Laurence G. Preble, New York, New York; Myrna Putziger, Boston, Massachusetts; Susan M. Reid, San Franciso, California; Richard L. Reppert, Cleveland, Ohio; Leon J. Reymond, Jr., New Orleans, Louisiana; Thomas G. Roberts, Los Angeles, California; James Rosenbloom, Chicago, Illinois; Stanley M. Samuels, Portland, Oregon; Richard W. Scarritt, Kansas City, Missouri; Leopold Z. Sher, New Orleans, Louisiana; David S. Sidor, Columbus, Ohio; Gary A. Taback, Southfield, Michigan; Courtland Traver, McLean, Virginia; Ira J. Waldman, Los Angeles, California; James H. Wallenstein, Dallas, Texas; James G. Wheeler, Jr., St. Johnsbury, Vermont; and Jeffrey P. Zucker, Las Vegas, Nevada.
Inclusive Real Estate Secured Transaction Opinion
The ABA Legal Opinion Accord and the report of which it is a part are impressive in many ways, and have received some acceptance, but they have yet to become the nationwide standard that their authors had hoped. Particularly given the availability of state bar association reports in many jurisdictions, practitioners have evidenced mixed responses to learning a new body of legal opinion practices. This is at least in part because the Accord looks and perhaps is difficult to master and the Accord omits coverage of many substantive areas common to legal opinions in real estate transactions.
To address at least the latter issue, a joint committee of the ABA and the American College of Real Estate Lawyers published a report adapting the Accord for loans secured by real property. But, if the Accord is difficult to master, it is even a more challenging task to achieve a clear and comprehensive knowledge of how the Accord works as supplemented—and modified—by the ABA/ACREL Report.
The principal goal of this report is to facilitate understanding of the ABA Business Law Report (including the Accord) and the ABA/ACREL Report (collectively, the “Opinion Reports”).
II. FALSE BREVITY
One of the fundamental approaches of the Accord, which the ABA/ACREL Report also follows, is that each legal opinion letter that is to be governed by the Accord (or the Accord as modified and supplemented by the ABA/ACREL Report) will incorporate those documents by reference. This would result in very short opinion letters, and in the ability to quickly check any variations between a given opinion letter and the Accord or the ABA/ACREL Report.
While brevity undoubtedly is a virtue (and is the soul of wit), this brevity is only skin deep. Behind the short-form of Accord opinion lies a complex set of code-like and specific interpretive rules that have no history of interpretation by courts. No attorney will or should give or receive an opinion that incorporates the Accord or the ABA/ACREL Report without being sufficiently comfortable that he or she understands those documents and how they are likely to be interpreted in the future. Few have achieved this level of comfort.
III. INCLUSIVE OPINION FORM
Despite these difficulties, we believe that the goals of the Opinion Reports are worth pursuing and that these publications are worth understanding.
The Joint Committee believes that it would enhance the understanding of the Opinion Reports if we could show how an opinion might look if it included the principal concepts contained in these two published opinion letter reports, without specifically referring to them; that is, a kind of one stop shopping. The form of opinion letter which follows this brief introduction attempts to do just that for real estate loans, the most common kind of real estate transactions giving rise to third-party legal opinion letters.
This form of opinion letter is intended primarily to serve an educational purpose, not to serve as a model. We also recognize that this form of opinion is not the only way to set forth the positions stated in the Opinion Reports. This form of opinion letter perhaps gives rise to the opposite of the risk of false brevity, the risk of false comprehensiveness; nor does this form expressly cover each principle stated in the Opinion Reports. Finally, both the Opinion Reports permit private ordering between the parties to each transaction, the use of which would result in changes to the opinions, assumptions and other qualifications in this form.
The Opinion Reports both are useful and constitute significant progress toward achievement of a national consensus for real estate opinion practice. We intend through this “inclusive” form of opinion letter to enhance understanding of the meaning of the Opinion Reports.
INCLUSIVE REAL ESTATE SECURED TRANSACTION OPINION
[Name and Address
of Opinion Recipient]
Re: $[__________] Loan (the “Transaction”) from [_____________________] (“Lender”) to [________________________] (the “Client”)
Ladies and Gentlemen:
We provide this Opinion Letter to you at the request of the above referenced Client pursuant to Section [_____] of the [Agreement] described below.
Based upon and subject to the foregoing and to the qualifications set forth below, we are of the opinion that:
Notwithstanding any provision in this Opinion Letter to the contrary, the foregoing opinions are subject to the following additional qualifications:
We have no Actual Knowledge that the foregoing assumptions are false. We have no Actual Knowledge of facts that, under the circumstances, would make our reliance on the foregoing assumptions unreasonable.
USE OF THIS OPINION
Very truly yours,
As used in the Opinion Letter to which this Glossary is attached, except as otherwise defined in such Opinion Letter, the following terms (whether used in the singular or the plural) shall have the meanings indicated:
Actual Knowledge: with respect to the Opinion Giver, the conscious awareness of facts or other information by the Primary Lawyer or Primary Lawyer Group.
Client: the party or parties to the Transaction (including predecessor entities where relevant) for which the Opinion Giver provides legal representation.
Collateral: collectively or individually, all Real Property described in the Security Documents and all Personal Property described in the Security Documents, in respect of which provision is made by the Security Documents for a lien or security interest, unless a different meaning is given in the Transaction Documents.
Constituent Documents: the articles or certificate of incorporation, by-laws, partnership documentation or similar organization documents of the Client.
Court Orders: court and administrative orders, writs, judgments and decrees that name the Client and are specifically directed to it or its property.
Law: the statutes, the judicial and administrative decisions, and the rules and regulations of the governmental agencies of the Opining Jurisdiction, including its Local Law (but subject to any limitations on coverage of Local Law set forth in the Opinion Letter to which this Glossary is attached).
Local Law: the statutes and ordinances, the administrative decisions, and the rules and regulations of counties, towns, municipalities and special political subdivisions (whether created or enabled through legislative action at the Federal, state or regional level -- e.g., water agencies, joint power districts, the Maine Turnpike Authority, The Southern California Rapid Transit District, the Port Authority of New York and New Jersey), and judicial decisions to the extent that they deal with any of the foregoing.
Opining Jurisdiction: a jurisdiction whose applicable Law is addressed by the Opinion Giver in the Opinion; if there is more than one such jurisdiction (e.g., the United States and a particular state), the term refers collectively to all.
Opinion: a legal opinion that [includes a declaration that it is governed by the Accord and] is rendered by the Opinion Giver to one or more persons involved in the Transaction other than the Client.
Opinion Giver: the lawyer or legal organization rendering the Opinion.
Opinion Letter: the document setting forth the Opinion that is delivered to and accepted by the Opinion Recipient.
Opinion Recipient: the addressee or addressees of the Opinion Letter.
Other Agreements: contracts, other than the Transaction Documents, to which the Client is a party or by which it or its property is bound.
Other Counsel: a lawyer or legal organization (other than the Opinion Giver) providing a legal opinion pertaining to particular matters concerning the Client, the Transaction Documents or the Transaction (i) directly to the Opinion Recipient, or (ii) to the Opinion Giver in support of the Opinion.
Other Jurisdiction: the jurisdiction whose law a Transaction Document provides will govern that contract, if not the Opining Jurisdiction.
Personal Property: property or rights and interests in property treated under Law as personalty or otherwise not as Real Property.
Primary Lawyer Group: all of the Primary Lawyers when there are more than one.
Public Authority Documents: certificates issued by the Secretary of State or any other government official, office or agency concerning a person’s property or status, such as certificates of corporate or partnership good standing, certificates concerning tax status, certificates concerning Uniform Commercial Code filings or certificates concerning title registration or ownership.
Real Property: property or rights and interests in property treated under Law as real property, including fixtures.
[Security Documents: mortgages, deeds of trust, security agreements, assignments of leases, rents or both (regardless of whether stated as absolute or as a security assignment), or similar instruments which provide for the creation of a lien on or security interest in Collateral to secure the obligations of the Client under the Transaction Documents.]
[Transaction: the business exchange (e.g., loan, sale of securities, merger or acquisition) by the Client and the other parties.]
[Transaction Documents: the contract documents setting forth the principal terms of the Transaction addressed by the Opinion, including the Security Documents, and other contracts ancillary thereto that are explicitly addressed by the Opinion. Unless otherwise included by express statement in an Opinion Letter, contracts of persons other than the Client (such as guaranties and letters of credit) are not included in the term Transaction Documents.]
 The “Accord” is part of the Third-Party Legal Opinion Report, including the Legal Opinion Accord, of the Section of Business Law, American Bar Association, 47 BUS. LAW. 167 (1991) (reprinted in 29 REAL PROP. PROB. & TR. J. 487 (1994))(referred to below as the “ABA Business Law Report”).
 Report on Adaptation of the Legal Opinion Accord of the Section of Business Law of the American Bar Association for Real Estate Secured Transactions of the Section of Real Property, Probate and Trust Law of the American Bar Association and the American College of Real Estate Lawyers, 29 REAL PROP. PROB. & TR. J. 569 (1994) (referred to below as the “ABA/ACREL Report”).
 W. Shakespeare, Hamlet, Act 2, Scene 1, line 78 (1601).
References to Sections (§) and Paragraphs (¶) in the footnotes to this Opinion Letter are references to Sections and Paragraphs of the Accord and the ABA/ACREL Report.
 The Client must consent to the rendering of the Opinion Letter. Such consent may be implied by the Client’s execution of a Transaction Document that requires an opinion letter. See Certain Guidelines for the Negotiation and Preparation of Third-Party Legal Opinions following the Accord, Part II, F.
 Describe limited or special role, if appropriate. See the Illustrative Opinion Letter following the Accord.
 Set forth below in the text are examples of common real estate loan transaction documents. This form opines as to the enforceability only of specifically identified Transaction Documents. See Section 1.4 of this opinion form. Add to the list any other operative documents for the Transaction; conform names in the list to actual names of documents; create other defined terms as needed. Consider the particular issues raised, and any additional qualifications that would be appropriate, if a guaranty is to be one of the Transaction Documents.
 The “Security Documents” should include all documents that provide for the creation of a lien or security interest to secure obligations of the Client under the Transaction Documents.
 See Accord, §1, §10, §22 . If the Client is a corporation formed other than in the “State,” the corporate laws of its state of formation should be named in the Opinion Letter. Under Accord §10(c), coverage of the law in which the Client exists is implicit in a “Remedies Opinion.” The Laws of other jurisdictions may be included as well. For example, the “Federal Law of the United States” may be added. Because the “Opining Jurisdiction” defined in the attached Glossary can include more than one jurisdiction, this form introduces the term “State”; if only one jurisdiction is involved, the term “Opining Jurisdiction” can replace the “State.”
 Accord §2 and the accompanying commentary permit the Opinion Giver to limit the scope of inquiry to specific documents, but only if the limitation is explicit; e.g. “we have reviewed only the following documents and made no other investigation or inquiry.” Some opinion givers prefer to identify each of the documents reviewed, and to disclaim any factual inquiry beyond the identified documents.
 See Accord §3 and the accompanying Commentary as to permissible reliance on information provided by others. Consider specifying the Public Authority Documents, Client certificates, and other documents so relied upon.
 Accord §8 describes the relationship of the Opinion Giver with Other Counsel giving opinions in the same Transaction. This description is rather complex. Consider carefully the appropriate level of assurance to be given by an Opinion Giver concerning the legal opinions of Other Counsel.
 The opinion in this Paragraph is implicit in the Remedies Opinion under the Accord. See Accord Commentary, §10.4(ii)(A). If the Client is not formed in the State, it would be appropriate to add to the end of this sentence an opinion that the Client also is “qualified to do business in the State.”
 The opinion in this Paragraph is implicit in the Remedies Opinion under the Accord. See Accord Commentary, §10.4(ii)(B). Actions by the “Client” include actions by its management, such as the board of directors of a corporation. In a partnership or other entity, “partners” or other owners of the ownership interests in the Client would replace “shareholders” and due diligence should be expanded to cover any requisite actions and status of the partners or other owners.
Accord Commentary §10.4(i) states that the Opinion Giver must have established that all of the conditions necessary under contract law for formation of a contract have occurred.
 This is the “Remedies Opinion” defined in the Glossary of the Accord; See also Accord Commentary §10.1. This Remedies Opinion follows the Accord formulation that every agreement in the Transaction Documents is enforceable. While consistent with the Accord, the bracketed explanation of the Remedies Opinion is unnecessary and portions of it are superseded by the Generic Qualification in Paragraph [3.6] below.
If the Transaction Documents split the choice of law between the Opining Jurisdiction and other jurisdictions, insert at the beginning of the sentence a phrase such as
The provisions which Section __ of the Agreement provides are to be governed by the Law of the State are legal, valid, ....
If the Transaction Documents prescribe arbitration, Accord §10 would call for including a provision to the following effect:
This Paragraph includes an opinion that a court will give effect to an agreement contained in the Transaction Documents to arbitrate disputes, but does not indicate how the arbitration will deal with any dispute under the contract formed by the Transaction Documents.
If there is a guaranty, include a similar remedies opinion as to its enforceability against the guarantor; add the guaranty to the list of documents in paragraph 1.1; and revise as appropriate the status opinions, the qualifications and other provisions in this opinion letter.
 This lien opinion is added to the Remedies Opinion of the Accord by ABA/ACREL Report ¶7. Note that this opinion covers only the form of documents, and does not cover the Financing Statements or other issues such as actual perfection of liens.
 Under the ABA/ACREL Report ¶10 and ¶16, a usury opinion is implied. The assumption that the amounts paid do not constitute a penalty is consistent with the Generic Qualification, paragraph 3.6 below.
 This Paragraph is the “No Breach or Default Opinion” referred to in Accord §15. For the “Specified Other Agreements,” consider using contracts dealing with money borrowed by the Client; contracts filed by the Client with the SEC; or other written contracts (other than the Transaction Documents) to which the Client is a party or by which it or its property is bound.
 This Paragraph is the “No Violation of Law Opinion” referred to in Accord §16, as modified by the ABA/ACREL Report.
 These assumptions are taken from Accord §4. Subsections (q) and (r) were added by ABA/ACREL Report ¶4.
Accord §5 describes circumstances when assumptions may not be relied upon.
This first sentence is taken from Accord §18.
This list of excluded legal issues is taken from Accord §19.
 This paragraph (h) is taken from Paragraph 17 of the ABA/ACREL Report. ABA/ACREL Report ¶18 notes that this qualification is not inconsistent with the opinion in paragraph [2.5]. Paragraph [2.5] speaks to the form of documents, while this paragraph (h) covers the actual status of the lien or security interest. The ABA/ACREL Report notes that the status of the lien on Real Property Collateral is customarily dealt with solely by title insurance, and an opinion, if any, as to the status of a security interest on Personal Property Collateral should be given separately (if at all).
 The qualifications in Paragraphs 3.3, 3.4 and 3.5 of this Opinion Letter correspond to the General Qualifications described in §§11-14 of the Accord. Consistent with the presumption established by the Accord, this Opinion Letter is written as if the General Qualifications are to apply only to the Remedies Opinion (Paragraph 2.4 of this Opinion Letter). The Accord would permit any or all of the General Qualifications to be made applicable, by private ordering, to any opinion in addition to the Remedies Opinion. Similarly, the ABA/ACREL Report would permit the Generic Qualification in Paragraph 3.6 of this Opinion Letter to be made applicable to opinions in addition to the Remedies Opinion.
 This is the “Bankruptcy and Insolvency Exception” in Accord §12.
 This is the “Equitable Principles Limitation” in Accord §13.
 These are the “Other Common Qualifications” in Accord §14, as modified by ABA/ACREL Report ¶12 and ¶13. Depending on the Generic Qualification used in Paragraph [3.6] below, some or all of these Other Common Qualifications may be superfluous.
 See ABA/ACREL Report ¶13.
 Three additional rules that would have been added to Accord e14 by the “Exposure Draft” of the ABA/ACREL Report were deleted in the “pre-publication” and “publication” drafts; viz:
(o) limit or affect the enforceability of provisions that provide for the application of insurance or condemnation proceeds to reduce indebtedness;
(p) limit or affect the enforceability of provisions that provide for the acceleration of indebtedness upon any transfer or change in the control, ownership, or management of any party,
(q) limit or affect the enforceability of provisions purporting to assign the rents, issues, and profits of the Real Property Collateral.
Some or all of these additional qualifications may be appropriate in certain circumstances. Qualification (q) above might be expanded, in appropriate circumstances, to disclaim any “true sale” or “true lease” opinion, as well as disclaiming any opinion that a purported absolute assignment of rents would be enforced as such.
 This is the “Generic Qualification” as discussed at length in ¶¶11 and 11A of the ABA/ACREL Report. Those paragraphs in the Report include an extensive discussion of the use of Generic Qualifications and the assurances that go with them, and a number of alternative formulations of such provisions. In addition to the discussion in the ABA/ACREL Report, the same volume in which it is published includes another thoughtful analysis. Karl B. Holtzschue, Opinions on Real Estate Transactions in a Post-Accord World: The Opinion Giver’s Perspective, 29 REAL PROP. PROB. & TR. J. 655, 697-717. The ABA/ACREL Report did not specifically endorse any particular form of Generic Qualification. This paragraph is derived, with some modification, from the American College of Real Estate Lawyers Statement of Policy on Mortgage Loan Enforceability Opinions, in THE ATTORNEY’S OPINION LETTER IN REAL ESTATE TRANSACTIONS 1 (American College of Real Estate Lawyers ed., 1992).
 This may have to be limited for states with single form of action rules and may also have to be limited for states that impose other limitations on deficiency judgments. Consider, as appropriate, adding to clause (i) an exception for non-recourse provisions.
 As to the use of the word “material” see Accord §13(e), and Paragraph [3.4(e)] of this Opinion Letter.
 The addition of comfort that the loan can be accelerated for a material breach of a material provision is described in Paragraph 11A of the ABA/ACREL Report as a compromise. Some argue that this phrase can be a trap for the unwary and that such material provisions should be specifically identified by including in the opinion letter a list of the provisions that the recipient of the opinion letter has identified as significant. On the other hand, others would respond that this would just replace one laundry list, the provisions that may not be enforceable (prepared by the opinion giver), with another laundry list, the provisions important enough to merit specific treatment in the opinion (prepared by the opinion recipient).
 Consider, in jurisdictions that permit non-judicial sales, expanding the reference in clause (iii) to foreclosure to include a sale under a power of sale contained in the Mortgage. Also, it may be appropriate in some jurisdictions to add reference to other specific collateral documents such as an assignment of leases and rents.
 An alternative to the comfort in clauses (i) through (iii) is what is known as the “practical realization” approach, for example: “such unenforceability does not make the Transaction Documents legally inadequate for the [practical] realization of the principal benefits or security [intended to be] provided thereby, [subject to the economic consequences of any delay which may result from applicable law, rules, or judicial decisions.]” While this is sometimes referred to as the traditional approach, its use has been heavily criticized for, among other things, its apparent ambiguity and subjectivity, by the American College of Real Estate Lawyers (supra, note ) and it has fallen into disfavor in many quarters. On the other hand, the practical realization approach has been included in model forms developed in two recent New York bar reports, Report on Third-Party “Closing” Opinions, of the Tri-Bar Opinion Committee (Special Committee on Legal Opinions in Commercial Transactions, New York County Lawyers’ Association; Corporation Law Committee, The Association of the Bar of the City of New York; and Special Committee on Legal Opinions of the Business Law Section, New York State Bar Association), 53 BUS. LAW. 591 (1998); and 1998 Mortgage Loan Opinion Report, of the Association of the Bar of the City of New York, Committee on Real Property Law, Subcommittee on Mortgage Loan Opinions, and the New York State Bar Association, Real Property Law Section, Attorney Opinion Letters Committee (unpublished draft, June 1, 1998). Although recommending against use of “practical realization” language, the Maryland Bar Report includes a sample clause which makes the practical realization comfort subject to economic consequences of delay. Special Joint Comm. of the Md. State Bar Ass’n & the Bar Ass’n of Baltimore City, Report of the Special Joint Committee on Lawyers Opinions in Commercial Transactions, 45 Bus. Law. 705 (1990).
 The first sentence in this Paragraph follows Accord §10(b), as modified by ABA/ACREL Report ¶8.
 The second sentence in this Paragraph follows Accord §10(d)(i) as supplemented by ABA/ACREL Report ¶9. Despite the wording in this Paragraph of this Opinion Letter, the ABA/ACREL Report notes that it would “not be uncommon” for a real estate secured transaction opinion to exclude any choice of law opinion, and that choice of law opinions, when given, often are given as reasoned opinions, and upon assumptions of factual matters having a bearing on the opinion conclusion. Nevertheless, the ABA/ACREL Report would presume (in the absence of a contrary indication in the Opinion Letter) that the Opinion Giver has addressed certain aspects of choice of law, such as whether the Opining Jurisdiction has sufficient nexus to the transaction; whether an Other Jurisdiction has a closer nexus; and whether the Other Jurisdiction has a “materially greater interest than the chosen state in the determination of the particular issue,” citing Restatement (Second) of Conflict of Laws 187(2)(b) (1969).
 If an explained opinion is to be provided, it may be included or referred to at this place in the Opinion Letter.
 Include this paragraph if the Opinion Letter is to provide information as to pending or threatened legal proceedings. This paragraph is derived from Accord §17 and the Illustrative Opinion Letter following the Accord. See also Accord §3(a)(1).
 This is taken from Accord §20. If others are to be permitted to receive copies of the Opinion Letter or to rely on it, insert a provision such as the following:
A copy of this Opinion Letter may be delivered by Lender to [____][lending bank] [syndicate participants] [subsequent purchasers] [rating agency] [other] in connection with [state purpose], and such [person] [persons] may rely on this Opinion Letter as if it were addressed and had been delivered to [it] [them] on the date hereof.
 See Accord § 21.