Legal Opinions in Business Transactions (Excluding the Remedies Opinions) -- May 2005, Revised October 2007. The Corporations Committee of The State Bar of California Business Law Section
Contributors and Acknowledgments

The 2005 edition of this report (this "Report")* has been prepared by the Corporations Committee (the "Committee") of the Business Law Section of the State Bar of California (the "Business Law Section") and issued by the Committee with the approval of the Executive Committee of the Business Law Section. The editors and contributors to this Report are the following:

Editors:

James F. Fotenos
Steven K. Hazen
Nancy H. Wojtas

Co-Editors:

Matthew R. Gemello
Brian M. Wong

Primary Contributors:

James F. Fotenos
Thomas K. Gump
Mark T. Hiraide Stewart Laughlin McDowell
Nancy H. Wojtas

Additional Contributors:

James K. Dyer, Jr.
Victor Hsu
Brian D. McAllister
Deborah J. Ruosch
Teri L.K. Shugart
Lemoine Skinner III
Steven B. Stokdyk
Daniel J. Weiser

This Report was drafted, reviewed, and edited by the Committee, commencing in the winter of 2003-2004 and completed in early 2005. It is the work product of the entire Committee, the composition of which during those two "Committee years" was as follows:

2003-2004 Committee

Steven K. Hazen
Co-Chair
James F. Fotenos
Vice-Chair, Legislation
Teri L.K. Shugart
Vice-Chair, Education
Curt C. Barwick
John C. Carpenter
Matthew R. Gemello
Victor Hsu
Cynthia Ribas
William R. Sawyers
David M. Serepca
Daniel J. Weiser

Nancy H. Wojtas
Co-Chair
Brian D. McAllister
Vice-Chair, Communications
Stewart Laughlin McDowell
Secretary
Keith Paul Bishop
James K. Dyer, Jr.
Mark T. Hiraide
Brian A. Lebrecht
Deborah J. Ruosch
Randall Brent Schai
Lemoine Skinner III
Suzanne L. Weakley
Brian M. Wong

2004-2005 Committee

James F. Fotenos
Co-Chair
Steven B. Stokdyk
Vice-Chair, Legislation
Teri L.K. Shugart
Co-Vice-Chair, Education
Curt C. Barwick Co-Secretary
Christopher A. Delfino
Matthew R. Gemello
Steven K. Hazen
Nina L. Hong
Stewart Laughlin McDowell
William R. Sawyers
Jennifer Lynn Sostrin
Brian M. Wong

Brian D. McAllister
Co-Chair
Victor Hsu
Vice-Chair, Communications
Suzanne L. Weakley
Co-Vice-Chair, Education
David M. Serepca
Co-Secretary
Bruce R. Deming
Steven R. Harmon
Mark T. Hiraide
Brian A. Lebrecht
Deborah J. Ruosch
Lemoine Skinner III
Bertha Cortes Willner
Russell J. Wood

Acknowledgements

The Committee expresses its special thanks to R. Bradbury Clark, Nelson D. Crandall, Ethan J. Falk, Stanley F. Farrar, Twila L. Foster, Richard N. Frasch, Robert J. Gloistein, David Jargiello, Carol K. Lucas, John B. Power, Ann Yvonne Walker and Steven O. Weise, all members of the Opinions Committee of the Business Law Section, for their helpful comments on drafts of this Report. Helpful comments on the exposure draft of this Report were provided by Donald W. Glazer and Arthur Norman Field. The Committee also gratefully acknowledges the research and editorial assistance of Mark R. Malcoun, Theresa H. Lee, Robert B. Bader, and Deborah Parr.

Note Regarding 2005 Edition

This Report supersedes the corresponding report issued in 1989 by the Committee (published in 45 Business Lawyer 2169 (1990)) (the "1989 Report"). Substantial portions of this Report are based on corresponding portions of the 1989 Report and no claim of authorship is made by the contributors of this Report with respect to corresponding original text upon which it is based.

The portion of the 1989 Report that addressed issues regarding remedies is not included in this Report but instead is covered in a separate report of the Opinions Committee of the Business Law Section as identified in the Introduction to this Report.

Note Regarding 2007 Printing

The 2006-07 Committee expresses its appreciation to Donald W. Glazer for additional suggestions made by him while preparing the third edition of GLAZER & FITZGIBBON ON LEGAL OPINIONS: DRAFTING, INTERPRETING AND SUPPORTING CLOSING OPINIONS IN BUSINESS TRANSACTIONS and cross-referencing this Report in it. Based on those suggestions, numerous revisions have been made to the Report for this 2007 printing that, while limited in scope, add to the precision of the Report. The Report has not, however, been updated generally and continues to speak as of early 2005 with respect to all matters of substantive law.

At the joint request of the 2006-07 Committee and the Opinions Committee of the Business Law Section, the following served as the editing committee for this 2007 printing of the Report: James F. Fotenos, Matthew R. Gemello, Steven K. Hazen (reporter), Ann Yvonne Walker and Nancy H. Wojtas.


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