Bond Counsel

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:

Life’s a Party

Learn more about the various parties involved in a municipal securities transaction and their roles.


  • Reports and Resources

The Function and Professional Responsibilities of Bond Counsel (3rd Edition)

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”)…

  • Reports and Resources

Model Engagement Letters (2nd 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…

  • Reports and Resources

Model Bond Opinion (2003)

Fourth edition of the NABL model bond opinion and accompanying commentary.

See Also

Bond Counsel Opinion

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.


Evidence of the borrowing by an issuer and a debt instrument for tax purposes.

Hudson Yards Rail Yards

Start with the Bond Basics

Offering Document

The document prepared by, or for, the Issuer and distributed to investors to provide disclosure with respect to one or more issues of bonds.