Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 2 - TEXAS DEPARTMENT OF BANKING › Chapter 15 - CORPORATE ACTIVITIES › Subchapter F - APPLICATIONS FOR MERGER, CONVERSION, AND PURCHASE OR SALE OF ASSETS › Section 15.109 - Opinion of Legal Counsel

Current through Reg. 49, No. 28; July 12, 2024
(a) An
				  opinion of legal counsel required by this subchapter must be addressed to the
				  banking commissioner and state the opinions expressed, the specific documents
				  reviewed and the matters considered of both law and fact, as legal counsel has
				  considered necessary or appropriate in the exercise of professional judgment
				  for the opinions expressed, and the assumptions, qualifications, limitations,
				  and exceptions made or taken with respect to the opinions expressed. A draft
				  opinion may be submitted with an application under this chapter provided a
				  final, signed opinion is delivered to the banking commissioner prior to final
				  action on the application. Any variation in the final opinion from the draft
				  version must be specifically called to the attention of the banking
				  commissioner.
(b) An opinion letter
				  required under this subchapter will be governed by and interpreted in
				  accordance with the Third Party Legal Opinion Report, Including the Legal
				  Opinion Accord, of the Section of Business Law (American Bar Association,
				  1991), available in pamphlet form as reprinted from the November 1991 issue of
				  The Business Lawyer (Volume 47, Number 1, Page 167), (the Accord), or a
				  successor document officially promulgated by an appropriate
				  authority.
(c) Unless specifically
				  noted in the opinion, the department will assume that the opinions expressed
				  are based upon and subject to the assumptions, qualifications, limitations and
				  exceptions set forth in the Accord, provided the Accord is incorporated by
				  reference. In addition, whether or not stated in the Accord, if specifically
				  noted in the opinion, counsel:
(1) need not
				  express an opinion as to the laws of the United States or a foreign
				  jurisdiction, except as required by §
											RSA
				  15.108(b)(12)(A) of this
				  title (relating to Conversion of a Financial Institution into a State Bank), or
				  the laws of a state jurisdiction other than this state;
(2) may assume that the parties to the
				  transaction have engaged only in activities provided in their respective
				  constitutive documents, and that all surviving parties to the transaction will
				  engage only in activities provided in their respective constitutive
				  documents;
(3) may assume that the
				  transaction will be consummated in accordance with its terms as disclosed in
				  the application; and
(4) may
				  qualify the opinions given as opinions solely for the benefit of the department
				  that may not be quoted in whole or in part or otherwise referred to in another
				  document or report, and that may not be furnished to a person or entity other
				  than the department and its representatives without the written consent of
				  counsel, except as may be permitted or required by law, including the Finance
				  Code, §
											RSA
				  31.303, and the Government Code, Chapter
				  552.