Basics of Solicitors' Transaction Opinions 2023

Course Chair
Stephen Curran — Lakes, Whyte LLP, North Vancouver

About the Course Chair 
Having worked on all sides of both domestic and cross-border transactions, Stephen has a multi-faceted understanding of how transactions come together and the insight necessary to advise clients on opportunities as well as challenges.

Stephen has advised public and private entities in a wide range of industries regarding private securities offerings, secured and unsecured debt financings, private mergers and acquisitions (M&A), and corporate governance matters. He focuses his practices in the areas of general corporate and commercial law, private M&A, secured lending and project finance, and his industry experience includes natural resource development matters, infrastructure, agri-business, technology, and transportation.

On the strategic side, an important service Stephen provides is stress-testing a client's proposal from both a business and legal perspective. Often this exercise reveals additional risks and opportunities for the client to consider and, in some cases, leads to a change in the overall direction of the file.

Stephen began his practice in New York and he therefore appreciates the nuances of cross-border transactions. Canadian companies embarking on an investment in the US or abroad gain peace of mind from Stephen's competency in multiple jurisdictions. Foreign clients looking to invest in Canada depend on Stephen for counsel on not just legal matters but also business issues, operational issues, financing, and state of the marketplace.

Prior to joining Lakes, Whyte LLP in September 2021, Stephen worked as a partner for a large national law firm, and prior to this as an associate at an international law firm in New York City. He received a BA in Political Science from the University of Alberta in 1998, an MSc in International Relations from the London School of Economics in 1999, and his LLB and BCL from McGill University in 2005. Stephen was called to the BC bar in 2010 and is a member of the CBA, the Vancouver Bar Association, and the Law Society of BC.

Stephen is the chair of the Solicitors' Legal Opinions Committee of BC and is a member of the United Way of BC's Campaign Cabinet.

Faculty
Anne M. Stewart, KC — Vancouver
Shauna Towriss — Cassels Brock & Blackwell LLP, Vancouver
Edward J.T. Wang — Borden Ladner Gervais LLP, Vancouver

Click here for full faculty bios

Welcome and Land Acknowledgement (9:00 – 9:10)

Stephen Curran — Lakes, Whyte LLP, North Vancouver

Introduction to Solicitors' Legal Opinions—What are they and Why Do we Give Them? (9:05 – 9:20)

• what are they and why do we give them?
• who provides legal opinions?
• why are legal opinions used?
• what are the different types of opinions that may be given?
• useful guidelines when preparing/negotiating/receiving opinions?

Stephen Curran — Lakes, Whyte LLP, North Vancouver

Solicitors' Legal Opinion Committee ("SLOC")—Genesis and Purpose (9:20 – 9:30)

• publications and source materials on legal opinions

Anne M. Stewart, KC — Vancouver

Standard Form Legal Opinion (9:30 – 10:30)

• outline of a solicitor's legal opinion
• common opinions requested and given
• specialized types of opinions (subjects)
• specialized types of opinions (issuers/transaction parties)

Stephen Curran — Lakes, Whyte LLP, North Vancouver
Anne M. Stewart, KC — Vancouver
Shauna Towriss — Cassels Brock & Blackwell LLP, Vancouver
Edward J.T. Wang — Borden Ladner Gervais LLP, Vancouver

BREAK (10:30 – 10:45)

Enforceability and Qualifications (10:45 – 11:15)

• review of enforceability opinions—what they mean and when are they given?
• review of key qualifications relating to enforceability opinions

Shauna Towriss — Cassels Brock & Blackwell LLP, Vancouver

Forms of Solicitor's Legal Opinions (11:15 – 11:30)

• PPSA opinion update
• real property opinion update
• commercial opinion update
• opinions respecting non-corporate entities

Edward J.T. Wang — Borden Ladner Gervais LLP, Vancouver

Due Diligence Requirements in Providing Opinions (11:30 – 11:50)

• review of diligence steps required to provide opinions

Shauna Towriss — Cassels Brock & Blackwell LLP, Vancouver

Roundtable Discussion and Questions (11:50 – 12:05)

Stephen Curran — Lakes, Whyte LLP, North Vancouver
Anne M. Stewart, KC — Vancouver
Shauna Towriss — Cassels Brock & Blackwell LLP, Vancouver
Edward J.T. Wang — Borden Ladner Gervais LLP, Vancouver

Closing Remarks (12:05 – 12:15)

Stephen Curran — Lakes, Whyte LLP, North Vancouver