An attorney or firm of attorneys, frequently retained by the Issuer but sometimes by another party to the transaction, to render an opinion in a Bond financing as to the validity and enforceability of the Bonds and the treatment of the Interest on the Bonds under the Code and applicable state law.
Bond Counsel may be an individual attorney or a firm of attorneys qualified in the area of public finance. Bond Counsel’s primary function in a public finance transaction is to provide a legal opinion with respect to the validity of the Bonds and other subjects, particularly the federal and state tax treatment of Interest on the Bonds. Bond Counsel’s client is generally, but not always, the Issuer. As the municipal bond practice has evolved over recent years, Bond Counsel frequently performs other functions in connection with the transaction. Some of the additional services that Bond Counsel may perform are as follows:
Reviewing and/or supervising the procedural actions taken by the Issuer to approve the transaction and issuance of the Bonds, including drafting appropriate documents (e.g., an Inducement Resolution, a Bond Resolution and Closing certificates), coordinating the enactment and execution of such documents and confirming publication or posting of necessary notices;
Reviewing and/or preparing the documentation relating not only to the Bonds (e.g., an Indenture, a Bond form and one or more Tax Certificates), but also to other aspects of the transaction as a whole (e.g., a Loan Agreement in a Conduit Financing, a waste disposal agreement or similar type documents), as well as coordinating the execution of such documents;
Assisting in planning the structure of the Bonds and the overall transaction based on the economic and business decisions of the Issuer and/or Borrower in consultation with the Municipal Advisor and other professionals involved in the transaction;
Assisting the Issuer or others in obtaining from governmental authorities such additional approvals or rulings (e.g., TEFRA Approval, bond referendum, bond validation) that Bond Counsel determines are necessary or appropriate in connection with the transaction;
Preparing or reviewing a mortgage, security agreement, or other documents related to the source or sources of revenues securing the repayment of the Bonds (e.g., intergovernmental agreement, real property lease, or similar);
Rendering opinions related to the transaction (e.g., the applicability of particular provisions of the securities laws, the validity and enforceability of security agreements, Indentures and other documents); and
This Third Edition is a continuation of a project that began in 1979 and is intended to expand upon the work of prior editions published in 1983 (the “First Edition”)…
Second edition of NABL’s Model Engagement Letters intended to provide bond counsel with representative examples of engagement letters for two categories of financings by states and their political subdivisions; governmental…
A written opinion of nationally recognized bond counsel, delivered to the issuer at the closing, addressing the validity of the bonds and whether and to what extent interest on the bonds is exempt from federal income taxes and from income or other taxes, if any, imposed by the state.
