A standard form of a third-party legal opinion letter to be delivered by a borrower's external New York counsel at the closing of a bilateral secured loan transaction governed by New York law. This letter includes customary assumptions, opinions on a variety of issues including the borrower's organization and status, the execution and delivery of the loan documents, the attachment and perfection of security interests granted by the borrower in favor of the lender, and the enforceability of the borrower's obligations under the loan documents, and customary exceptions and qualifications. This legal opinion has integrated notes with important explanations and drafting and negotiating tips.