Delaware Special Purpose Entity Opinions

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Many fixed-rate, long term commercial real estate loans are intended to be sold into the commercial mortgage-backed securities (CMBS) market or otherwise are structured to meet CMBS guidelines. The guidelines include the requirement that the borrower entity be formed in Delaware – most commonly a Delaware limited liability company – because Delaware law allows specific provisions to be incorporated into the loan documents and into the entity formative documents that protect the lender’s interests.

The CMBS guidelines require that if the borrower is a Delaware entity, the borrower provide specific legal opinions issued by Delaware counsel. The Delaware “State Law” opinion assures the lender as to matters affecting the borrowing entity, such as due formation and existence, and as to matters affecting the loan, such as due authorization and execution of the loan documents. The Delaware “Authority to File” opinion assures the lender that the provisions in the loan and formative documents restricting borrower bankruptcy filings will be enforceable.

We have provided Delaware legal opinions for over 100 loan transactions in the past three years, including opinions to almost all national and CMBS lenders, and to lenders making FNMA and FHLMC backed loans. Our extensive experience with lender law firms allows us to provide the opinions with high efficiency, minimizing the time and cost of borrower’s primary counsel and of lender’s counsel. Additionally, we can provide guidance on drafting the borrower entity documents and on structuring the entities.

For inquiries regarding Delaware opinions, please complete the information below and we will get back to you in 1-2 days.


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National and CMBS lenders:
  • Citigroup Global Markets Realty Corp.
  • UBS Real Estate Securities Inc.
  • Wells Fargo Bank, N.A.
  • Prudential Mortgage Capital Company, LLC
  • Morgan Stanley Bank, N.A.
  • RAIT Partnership, L.P. and RAIT Funding, LLC
  • PFP Holding Company IV, LLC
  • Bank of America, N.A.
  • JPMorgan Chase Bank, National Association
  • TD Bank, N.A.
  • Pillar Multifamily, LLC
  • Natixis Real Estate Capital LLC
  • Cantor Commercial Real Estate Lending, L.P.
  • AXA Equitable Life Insurance Company
  • CIBC Inc.
  • CIT Finance LLC
  • Basic Real Estate Capital II, LLC
  • German American Capital Corporation
  • Arbor JPM Funding LLC
  • Mach II Hillcrest Lender, LLC
  • Carbon Capital V, Inc.
  • Macquarie CAF LLC
FNMA and FHLMC lenders:
  • KeyBank National Association
  • Berkadia Commercial Mortgage LLC
  • NorthMarq Capital, LLC
  • Holliday Fenoglio Fowler, L.P.
  • U.S. Bank National Association
  • CBRE Capital Markets, Inc.