November 2021

Helpful Hints: Requesting a Declination Letter 

What is a declination letter? 

A declination letter is an opinion from the Office of General Counsel informing the requestor whether 

documents submitted for review comply with the Indian Gaming Regulatory Act (IGRA). Specifically, a 

declination letter, analyzes whether certain documents are management contracts that require the NIGC 

Chair’s approval, or if the documents violate IGRA’s requirement that a tribe maintain the sole 

proprietary interest in its gaming operation. 

Why are declination letters issued? 

Declination letters are often issued to address a party’s concern regarding IGRA’s requirements. 

Specifically, potential issues surrounding management contracts and sole proprietary interest. Declination 

letters may help parties avoid enforcement action.

Who may request a declination letter?

A tribe or an entity representing a tribe may submit a request for a declination letter. 

How do you request a declination letter?

There are two ways to request a declination letter:

(1) mail the declination letter request to the NIGC Headquarters in Washington, DC; or 

(2) submit your declination letter request by electronic mail at: legal_opinions@nigc.gov. 

What should be included in a request for a declination letter? 

Your submission should include any documents you would like the OGC to review for potential 

violations of IGRA’s management contract, or sole proprietary interest requirements. Documents should 

be unexecuted drafts in final or substantially final form. If any terms of the documents change in any 

material way or are inconsistent with the assumptions made within an opinion, the opinion shall not 

apply. Therefore, the submitted documents should reflect as closely as possible the document(s) the 

parties intend to execute. A declination letter is limited to the documents submitted for review. 

Documents should be submitted prior to execution. OGC will not review documents that have already

been executed. If documents submitted for OGC review are executed, the documents will be forwarded to 

the Compliance Division for review.
The submission should also specify the date by which parties hope to receive the legal opinion. Please 

note that the submission of additional documents or changes to any previously submitted documents will 

delay the review and thus the issuance of an opinion. 

What is the review process? 

The initial review of a declination letter request will be conducted by an OGC staff attorney. Upon 

receiving the request, the assigned attorney will reach out to the submitter to discuss the request. 

Submitters should feel free to contact OGC throughout the process. During the review stage, the staff 

attorney may contact the parties to request additional information or inform the parties that a legal opinion 

cannot be issued. The review process is not a negotiation between the parties and the OGC, as the OGC is 

simply providing a legal opinion. Following review, OGC staff attorneys will make a recommendation to 

the Associate General Counsels. Once the Associate General Counsels complete their review, the 

recommendation and supporting documents will be submitted to the General Counsel. The General 

Counsel will make the final decision whether to issue a legal opinion. 

How long does a review take? 

As a general matter, legal opinions are issued by the OGC as a courtesy to the industry. Neither IGRA nor 

NIGC regulations require the OGC to issue legal opinions. Thus, there are no deadlines by which an 

opinion must be issued. 

The amount of time it takes to review the documents depends on several factors – completeness of the 

submission, the complexity of the documents, the responsiveness of the parties, the availability of OGC 

staff, and competing priorities set by the Commission. OGC is not required to issue declination letters, 

therefore statutory mandates and matters with regulatory deadlines take priority over declination letters. 

We will do our best to meet reasonable time frames for providing an opinion, but submitters should 

expect the review to take weeks, not days. 

In our experience, a conversation often takes place early in the review process to address any questions 

regarding the information submitted. Your cooperation is appreciated throughout the review process. 

Other Considerations:

The legal opinion of the General Counsel is not agency action and the issuance of a legal opinion is a 

voluntary process, both for the party making the request and the OGC. 

Declination letters will be posted to the NIGC’s website and may be the subject of Freedom of 

Information Act (FOIA) requests. To that end, submitters are encouraged to mark the specific financial 

and confidential terms found in the declination letter in accordance with FOIA Exemption Four. FOIA 

further imposes a “segregability requirement” that requires the NIGC to release all reasonably segregable 

nonexempt material. As such, OGC strongly recommends submitters do not request NIGC withhold or 

entirely redact a declination letter, but identify only the specific material that comes within the scope of 

the exemption. Failure to identify exempt information and designations that appear obviously frivolous 

may, pursuant to NIGC regulation, be subject to disclosure without future opportunities to object.

Declination letters will serve as a submitter notice. To the extent the submission contains exempted 

information, parties must submit their proposed redactions within 30 days.