A standard form of a legal opinion letter to be delivered by a borrower's in-house counsel at the closing of a bilateral loan transaction. This letter includes customary assumptions, opinions on a variety of issues including the borrower's organization and status and the execution and delivery of the loan documents, and customary exceptions and qualifications. It also discusses opinions in-house counsel should not deliver including perfection and true sale opinions. This legal opinion letter has integrated notes with important explanations and drafting and negotiating tips.