Securities Fundamentals 2024: Legal Opinions

Course Chair
Lucy H. Schilling — Cozen O'Connor LLP, Vancouver

About the Course Chair
Lucy Schilling is a corporate and securities lawyer and the Vice Office Managing Partner of Cozen O'Connor's Vancouver office. Lucy focuses her legal practice on general corporate and commercial matters, securities and stock exchange requirements, continuous disclosure, corporate governance, and various securities and stock exchange-related issues. She has represented numerous reporting issuers in the negotiation, structuring, and completion of a wide variety of transactions, including initial public offerings, private placements, stock exchange listings, takeover bids, reverse takeovers, and merger transactions.

Lucy is a contributing author of CLEBC's Due Diligence Deskbook and has lectured on topics including corporate governance, securities, and corporate law. Lucy is the current chair of the CLEBC's Securities Law Fundamentals course. She also serves on the board of directors of Dress for Success Vancouver, Dress for Success Canada Foundation and CFA Society Vancouver.

Planning Committee
M. Joanna Cameron — Osler, Hoskin & Harcourt LLP, Vancouver
Ruby Chan — DLA Piper (Canada) LLP, Vancouver
Nafeesa Valli-Hasham — DLA Piper (Canada) LLP, Vancouver

Faculty
M. Joanna Cameron — Osler, Hoskin & Harcourt LLP, Vancouver
Ruby Chan — DLA Piper (Canada) LLP, Vancouver
Nafeesa Valli-Hasham — DLA Piper (Canada) LLP, Vancouver

Click here for full faculty bios

• what is a legal opinion?
• why are legal opinions needed and when are they given?

• what are the components of an opinion?
• due diligence and supporting documentation

• purpose of corporate opinions
• structure of corporate opinions
• common corporate opinions
• due diligence and supporting documentation

• purpose of private placement opinions
• structure of private placement opinions
• common private placement opinions
• due diligence and supporting documentation

• documents in public offering (vs private placement) 
• language differences (recitals, issuance)
• resale 

• differences in scope of review and qualifying language dealing with review and preparation of documents
• other assumptions and language differences that underscore local counsel role
• process and due diligence 

• charity flow through 
• trust indentures
• stock exchange opinions
• title opinions
• multi-jurisdiction concerns

• officers' certificates
• certificates of incumbency 
• good standing
• reporting issuers list
• transfer agent

• common firm practices on opinion sign-off
• client perception/communications/relations