While forming an opinion, comment on "reliance put by opinion giver on the certificates of public official" while understanding the facts of a case.

CS Professional · Drafting, Pleadings and Appearances · PYQS · June 2024
While forming an opinion, comment on "reliance put by opinion giver on the certificates of public official" while understanding the facts of a case.

Answer & Explanation:

Usually, opinions include legal conclusions concerning the corporate nature and existence of the Company and its ability to transact business. They also often include legal conclusions concerning the good standing and ability of the Company to transact business in other jurisdictions. These opinions customarily are based on certificates of public officials in the various jurisdictions involved. The principal certificate among them is the certified copy of the Articles of Incorporation, together with amendments. This certification represents conclusive evidence of the formation of the corporation and prima facie evidence of its existence for all purposes. Certain certificates may be required from various state agencies. For example, in loans backed by mortgage of immovable property, certificates showing the title to the property may be required. Many states have implemented websites on which such information can be accessed at any time. The information on any particular website can only be relied upon as current to the extent specified by the state agency responsible for that website. Because certificates of public officials will normally bear a date before the delivery of the opinion, the opinion giver must decide what additional verification, if any, is necessary for purposes of the opinion. Additional verification may or may not be necessary depending upon the facts and circumstances of the case. In general, customary practice does not require that every certificate be updated. Opinion recipients routinely accept opinions that in part are based on certificates of a reasonably recent date.

Topics: Legal Opinion

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