Opinion Letters & Florida Local Counsel
Florida Real Estate Opinion Letters
Borrower's counsel and local counsel opinions for Florida-secured loans.
Hennen Law prepares Florida borrower's counsel and local counsel opinion letters for commercial real estate financings secured by Florida real property, working with out-of-state attorneys, borrowers, lenders and transaction counsel who need a Florida-law opinion delivered on a closing schedule.
Florida local counsel, without large-firm pricing.
In most multi-state real estate backed security instruments, it is necessary to obtain opinion letters from local counsel in each state where the loan facility encumbers real property. When the collateral is Florida real property, the lender's opinion requirements must be satisfied under Florida law — even when the borrower and its primary transaction counsel are located in another state.
Michael W. Hennen has more than 25 years of Florida real estate experience, including as a partner at Shutts & Bowen LLP and an associate at Akerman LLP, and has extensive experience with the requirements and pitfalls of Florida real estate opinion letters. Hennen Law provides the sophisticated Florida real estate experience expected in complex financing transactions, with direct attorney involvement and without the overhead and fee structure typically associated with larger law firms. The firm carries professional liability insurance in amounts that even the largest multi-national banks require.
Opinion engagements are handled directly by Michael W. Hennen, in coordination with the borrower's transaction counsel and the lender's counsel, so the opinion form, assumptions and qualifications are resolved before closing rather than at it.
Who Engages The Firm
Florida local counsel for out-of-state attorneys, borrowers and lenders.
Out-of-State Transaction Counsel
Firms handling a Florida-secured loan from another state that need Florida local counsel to deliver the Florida-law opinion.
Borrowers & Sponsors
Delaware, California, New York and other out-of-state entities acquiring or refinancing Florida real property.
Lenders & Lender's Counsel
Institutional, private and bridge lenders requiring a Florida enforceability opinion as a closing condition.
Scope
What a Florida opinion can cover
Opinion scope is defined by the lender's requested form. Hennen Law reviews that form at the outset and confirms which Florida-law opinions can be given, which require assumptions, and which must come from counsel in the borrower's state of organization.
Opinions commonly requested
- Enforceability of loan documents under Florida law
- Mortgage enforceability against Florida real property
- Assignment of leases and rents
- Form and sufficiency for Florida recording
- Documentary stamp and intangible tax considerations
- Florida usury compliance
- Lender remedies under Florida law
- Florida entity existence and good standing
- Entity power and authority
- Qualification to transact business in Florida
- No violation of Florida law
- Choice-of-law and forum provisions
Transactions
Financings requiring a Florida opinion
Florida opinions arise most often in commercial real estate financing where the mortgage encumbers Florida property, including single-asset acquisitions and national loan facilities with a Florida component.
Matters include
- Commercial acquisition loans
- Refinancings
- Construction loans
- Multi-state loan facilities
- Portfolio and bridge loans
- Securitized and CMBS loans
- Mezzanine and subordinate financing
- Loan assumptions and modifications
- Sale-leaseback financing
- Asset-backed lending secured by Florida real property
Out-of-State Borrowers
Opinions for Delaware, California and other out-of-state entities
A Florida opinion can be delivered for a borrower organized anywhere. The Florida opinion addresses Florida-law matters — enforceability of the loan documents and mortgage, sufficiency for recording, documentary stamp and intangible tax considerations, usury and available remedies.
Entity existence, power and authority are then addressed either by counsel in the state of organization, by express assumptions based on organizational documents and resolutions, or by an opinion regarding the entity's qualification to transact business in Florida. That allocation is confirmed with the lender's counsel before the opinion form is finalized.
Because Hennen Law also handles Florida business and entity matters and commercial real estate transactions, entity, title and closing issues that surface during the opinion process can be addressed in the same engagement.
Process
How an opinion engagement works
- 01
Send the opinion form
Provide the requested opinion form, loan structure and closing date. The firm confirms scope, timing and fee — often a flat fee.
- 02
Document review
Loan agreement, note, mortgage, assignment of leases and rents, guaranties, organizational documents, resolutions, good standing certificates and title commitment.
- 03
Negotiate the form
Assumptions, qualifications and exceptions are resolved directly with lender's counsel and the borrower's transaction counsel.
- 04
Delivery at closing
The signed Florida opinion is delivered to the addressees on the closing schedule, with any required updates or bring-downs.
Opinions are frequently prepared within a few business days of receiving the opinion form and loan documents.
FAQ
Florida opinion letter questions
A Florida borrower's counsel opinion letter is a third-party legal opinion addressed to a lender, delivered as a closing condition of a loan. It states the opining attorney's conclusions under Florida law regarding matters such as the validity and enforceability of the loan documents, the enforceability of the mortgage against Florida real property, compliance with Florida usury law, and, where applicable, the authority of a Florida borrower entity to enter into and perform the loan documents.
A Florida opinion is typically required when a commercial loan is secured by real property located in Florida. Lenders and their counsel commonly require a Florida-law enforceability opinion in acquisition financing, refinancing, construction loans, multi-state loan facilities, portfolio and bridge loans, and securitized or CMBS transactions. When the borrower's primary transaction counsel is not licensed in Florida, that firm ordinarily relies on Florida local counsel to deliver the Florida portion of the opinion.
Depending on the transaction and the lender's opinion requirements, Florida local counsel may opine on the enforceability of the loan documents under Florida law, the enforceability of the mortgage and assignment of leases and rents against the Florida property, the form and sufficiency of documents for recording in Florida, Florida documentary stamp tax and intangible tax considerations, Florida usury compliance, remedies available to the lender under Florida law, and — where the borrower is a Florida entity — its existence, good standing, power and authority.
Yes. Florida local counsel routinely delivers a Florida-law opinion for a borrower organized in Delaware, California, New York or another jurisdiction. In that structure the Florida opinion addresses Florida-law matters — enforceability of the loan documents and mortgage, recording, tax and remedies — while entity existence, power and authority are addressed by counsel in the state of organization or handled through express assumptions in the Florida opinion.
Entity authority is usually addressed one of three ways: by a separate opinion from counsel in the state of organization, by the Florida opinion expressly assuming due organization, existence and authority based on organizational documents and resolutions provided, or — if the out-of-state entity holds Florida real property — by an opinion regarding its qualification to transact business in Florida. The approach is confirmed with the lender's counsel before the opinion form is finalized.
Yes. Much of the firm's opinion-letter work comes from out-of-state attorneys and borrowers who have their own primary transaction counsel and need Florida local counsel for the Florida-law opinion. Hennen Law works directly with the borrower's transaction counsel and negotiates the opinion form, assumptions, qualifications and exceptions with the lender's counsel.
Typically the requested opinion form, the loan agreement or commitment, the promissory note, the mortgage and assignment of leases and rents, guaranties, the borrower's and any guarantor's organizational documents and authorizing resolutions, good standing certificates, the title commitment and legal description, and the closing timeline. The document list is confirmed at engagement so the opinion can be delivered on schedule.
Timing depends on the complexity of the loan structure and how quickly the underlying documents are provided, but Florida opinions are frequently prepared within a few business days of receiving the opinion form and loan documents. Hennen Law regularly accommodates closing deadlines and will confirm feasibility before accepting the engagement.
In many cases, yes. Because opinion scope is defined by the opinion form, Hennen Law can often quote a flat fee once the requested form and loan structure are reviewed. Fee arrangements are confirmed in writing before work begins.
Yes. The firm maintains professional liability insurance in amounts required by institutional and multi-national lenders, and can confirm coverage levels to lender's counsel as part of the opinion engagement.
Related reading: Real Estate Opinion Letters · Florida Real Estate Law
Florida Opinion Letters
Need Florida counsel for a closing opinion?
Send the requested opinion form and loan structure, and Hennen Law will confirm scope, timing and fee — including flat-fee arrangements where appropriate.