Terms of Service

1. About These Terms

These Terms of Service ("Terms") govern your use of the Opinion Counsel client portal and related services provided by National Opinion Counsel P.C. d/b/a Opinion Counsel ("Opinion Counsel," "we," "our," or "us"), a New York professional service corporation. By creating an account or submitting an order, you agree to these Terms.

These Terms do not constitute an attorney-client agreement. The attorney-client relationship is established solely through a signed Engagement Letter for each specific matter.

2. Services

Opinion Counsel provides legal opinion letters for commercial real estate and commercial finance transactions to attorneys and their clients. Our services are limited to opinion letter work and do not include general legal representation, litigation support, or any services outside the scope described in your Engagement Letter.

3. Eligibility

Our services are intended for attorneys, law firms, lenders, and commercial real estate professionals. By using our platform, you represent that you are authorized to engage legal services on behalf of the party you represent and that all information you provide is accurate and complete.

4. Engagement and Scope

Each order you submit initiates a potential engagement. No attorney-client relationship exists until a signed Engagement Letter is executed via DocuSign. The Engagement Letter defines the scope of work, applicable jurisdiction(s), reliance parties, fee, and delivery timeline. Opinion Counsel reserves the right to decline any order, in its sole professional judgment, including for conflicts of interest or matters outside our areas of practice.

5. Fees and Payment

Fees are set forth in your Engagement Letter and displayed at intake. Payment is due upon delivery of the signed opinion letter. Fees are earned upon delivery and are non-refundable except in the event Opinion Counsel declines the engagement prior to issuing an opinion, in which case any advance payment is refunded in full.

Rush orders (24-hour turnaround) are subject to a flat $1,000 premium added to the base fee and are subject to capacity availability at the time of submission. Payments are processed via Stripe and deposited initially into our IOLTA trust account in accordance with New York Rules of Professional Conduct Rule 1.15.

6. Delivery Timeline

For rush orders, a 24-hour delivery clock begins when all required documents have been received in complete form. Standard orders carry no published delivery-time commitment; delivery timing for standard orders is confirmed on a per-engagement basis in the Engagement Letter. Opinion Counsel is not responsible for delays caused by incomplete or inaccurate document submissions. Clock pause provisions apply as described in the Engagement Letter when clarification is needed.

7. Reliance and Addressees

Opinion letters issued by Opinion Counsel are addressed to and may be relied upon only by the parties identified in the Engagement Letter. Third parties not identified as reliance parties may not rely on our opinions without our express written consent.

8. Amendments

Clerical amendments (corrections to names, dates, or references not affecting substantive conclusions) are provided at no charge. Substantive amendments arising from changes in transaction terms or new legal questions may be subject to additional fees, which will be agreed upon before the amendment is issued.

9. Client Obligations

You agree to:

• Provide accurate, complete, and current information in connection with each order.
• Upload all required documents promptly and in legible form.
• Respond to clarification requests in a timely manner.
• Not submit matters for which you know a conflict of interest exists.
• Maintain the confidentiality of your account credentials.

10. Limitation of Liability

Opinion Counsel's liability to you arising out of or related to any engagement is limited to the fees paid for that specific engagement. We are not liable for consequential, indirect, or punitive damages. Nothing in these Terms limits liability that cannot be limited under applicable professional responsibility rules.

11. Portal Access

Client portal access for a completed matter closes 60 days after delivery of the signed opinion letter. You are responsible for downloading and retaining copies of your documents before portal closure. You may request copies of your matter file after portal closure by contacting us at erika@opinioncounsel.com.

12. Governing Law

These Terms are governed by the laws of the State of New York, without regard to conflict of law principles. Any dispute arising under these Terms shall be submitted to the exclusive jurisdiction of courts located in New York County, New York.

13. Changes to Terms

We may update these Terms from time to time. Material changes will be communicated by email. Continued use of our services after the effective date of any change constitutes acceptance of the updated Terms.

14. Contact

Questions about these Terms? Contact us at erika@opinioncounsel.com.