Report on Legal Opinions in Personal Property Secured Transactions
Table of Contents

Permission is hereby granted to members of the Business Law Section of the State Bar of California and purchasers of this Report to make copies or extracts of it in connection with their practice of law but not for any commercial or other purpose.

The statements and views contained in this Report are those of the Uniform Commercial Code Committee and are not necessarily those of the State Bar of California.

This Report is made available with the express understanding that none of the State Bar of California, the Business Law Section and the Uniform Commercial Code Committee is engaged in rendering legal or other professional services in publishing it.

1. Introduction

2. Security Interest Opinion Considerations Generally

2.1 Justification for Requesting an Opinion
2.2 Governing Law
2.3 Distinction Between Security Agreement Remedies Opinions and Security Interest Opinions
2.4 Matters Not Addressed by Security Interest Opinions

3. The UCC Scope Limitation

4. Attachment Opinions

4.1 Wording of Attachment Opinions
4.2 Unnecessary Qualifications for Attachment Opinions

4.2.1 Value
4.2.2 Accuracy or Adequacy of Description of Collateral
4.2.3 Rights, or The Power to Transfer Rights, in The Collateral
4.2.4 Effect of Restrictions on The Attachment of Security Interests
4.2.5 Agreement to Postpone Attachment
4.2.6 Proceeds and After-Acquired Property
4.2.7 Related Opinions

4.3 Considerations for Attachment Opinions

5. Perfection Opinions

5.1 Perfection-by-Filing Opinions

5.1.1 Wording of Perfection-By-Filing Opinions
5.1.2 Qualifications for Perfection-By-Filing Opinions
5.1.3 Unnecessary Qualifications for Perfection-By-Filing Opinions
5.1.4 Considerations for Perfection-By-Filing Opinions

5.2 Perfection-By-Possession Opinions

5.2.1 Wording of Perfection-By-Possession Opinions
5.2.2 Unnecessary Qualifications for Perfection-By-Possession Opinions
5.2.3 Considerations for Perfection-By-Possession Opinions

5.3 Perfection-By-Control Opinions

5.3.1 Perfection-By-Control Opinions Concerning Deposit Accounts
5.3.2 Perfection-By-Control Opinions Concerning Electronic Chattel Paper
5.3.3 Perfection-By-Control Opinions Concerning Certificated Securities
5.3.4 Perfection-By-Control Opinions Concerning Uncertificated Securities
5.3.5 Perfection-By-Control Opinions Concerning Security Entitlements and Securities Accounts
5.3.6 Perfection-By-Control Opinions Concerning Commodity Contracts and Commodity Accounts
5.3.7 Perfection-By-Control Opinions Concerning Letter-Of-Credit Rights

5.4 Perfection-By-Notification Opinions

6. Priority Opinions

6.1 Priority Opinions Generally
6.2 Types of Limited UCC Priority Opinions

6.2.1 Filing Priority Opinions
6.2.2 Division 9 UCC Priority Opions Involving Possesion or Control
6.2.3 Division 8 Protected Purchaser Opinions Involving Certificated Securities
6.2.4 Division 8 No Adverse Claim Opinions Involving Security Entitlements

7. Conclusions

Appendix A Acknowledgements

Appendix B Sample Security Interest Opinion