Borrower’s Counsel

An attorney or firm of attorneys serving as counsel to the Borrower in connection with a Conduit Financing.

Borrower’s Counsel serves as counsel to the Borrower in connection with the issuance of Conduit Bonds.  Borrower’s Counsel renders an opinion as to the status of the Borrower (e.g., a 501(c)(3) Organization, a state or local governmental entity or a for-profit corporation), as well as to the enforceability of the documents signed by the Borrower such as the Loan Agreement.  In addition, Borrower’s Counsel often addresses real estate issues and renders an opinion on the lien created by a mortgage or a deed of trust. 

Life’s a Party

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


  • Reports and Resources

The 501(c)(3) Opinion in Qualified 501(c)(3) Bond Transactions

Report for counsel when requesting, or rendering, a 501(c)(3) opinion in connection with a qualified 501(c)(3) bond transaction.

See Also


The party, often called a conduit borrower or conduit obligor, borrowing bond proceeds from the issuer and, in such case, is responsible for making interest payments and repaying principal of the bonds as it becomes due.

Conduit Financing

Financing in which the Issuer issues the bonds to finance a project to be used primarily by a third party.

Private Activity Bond (PAB)

The term used in the Code to describe any bond issued as part of a bond issue that meets both of the private business tests or meets the private loan financing test.

Hudson Yards Rail Yards

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Underwriter’s Discount

The difference between the amount an underwriter pays the issuer for the bonds at the closing (i.e., the purchase price) and the price at which the underwriter sells the bonds to the public (i.e., the issue price).