Bankruptcy Non-Consolidation Opinions

Who We Work With

We act as opinion counsel for:

• Borrower's counsel whose firm does not issue non-consolidation opinions, or cannot issue one on a particular transaction. You remain counsel to your client, and we deliver the opinion.
• Sponsors and borrowers whose lender has made a non-consolidation opinion a condition of closing.
• Mortgage brokers and capital advisors arranging a financing whose lender requires the opinion, on behalf of their borrower client.

Opinions We Issue

A non-consolidation opinion addresses whether a bankruptcy court would substantively consolidate the borrower's assets and liabilities with those of its affiliates. We prepare it in the form CMBS and balance-sheet lenders typically require. Typical transactions include CMBS and balance-sheet loans, bridge and mezzanine financings, defeasances, loan assumptions, and commercial loans and lines of credit.

We also issue:

• New York enforceability opinions
• Entity opinions for New York, New Jersey, and Delaware entities
• Opinions for defeasances, loan assumptions, and mezzanine loans
• Opinions for commercial loans and lines of credit to companies and nonprofit organizations

How It Works

1. Email the term sheet and organizational chart to office@kandslawllp.com, or submit the form below.
2. We quote a flat fee the same business day and send a checklist of the documents and information we will need.
3. We deliver a first draft within three business days of receiving everything on the checklist and turn comments on your closing schedule.
4. We deliver the final opinion at closing.

Fees

Each opinion is quoted at a flat fee based on the structure of the transaction, and we provide the quote the same business day we receive your request. The fee covers the opinion from the first draft through delivery at closing and is payable at closing. If the loan does not close after the opinion is delivered, we bill our time at $500 an hour, and the total will not exceed the quoted fee.

Representative Experience

• A bankruptcy non-consolidation opinion for a $29.5 million construction loan on a hospitality property in Texas
• A Delaware special purpose entity opinion for an $18.5 million refinancing of a seven-property multifamily portfolio in Ohio
• Borrower's opinions in commercial credit transactions, including a secured loan to a New York manufacturer and a securities-backed line of credit for a national nonprofit organization

Kanarfogel & Srolovitz LLP has issued opinion letters as special counsel since its founding in 2016 and has represented clients in more than 400 transactions. Prior results do not guarantee a similar outcome.