Requesting a legal opinion under Swedish law may seem straightforward — but in international transactions, small procedural or communication errors can lead to delays, qualifications, or even unusable opinions.
Because legal opinions are formal, independent certifications rather than advice, they must meet strict standards under both Swedish practice and international market conventions (such as LMA or ICMA).
Below are some of the most common mistakes foreign counsel and clients make when requesting a Swedish legal opinion — and how to avoid them.
1. Requesting the Opinion Too Late
One of the most frequent issues is timing. Legal opinions are usually required at closing, but they cannot be produced overnight.
Swedish advokater must review the full set of signed documents, verify corporate authority, and check legal capacity.
If the opinion request comes too late, it can delay signing or closing.
Tip: Engage Swedish counsel early in the process — ideally as soon as the transaction structure and governing law are known.
2. Providing Incomplete or Draft Documents
A legal opinion must be based on the final form of the executed agreements.
Sending incomplete or outdated drafts prevents the advokat from confirming enforceability or due execution.
Tip: Provide the final, signed versions — or inform the lawyer when changes are still expected — to avoid last-minute revisions of the opinion.
3. Mixing Legal Advice with a Legal Opinion
International clients sometimes treat a legal opinion as a type of extended legal advice or due diligence report.
In reality, a legal opinion is narrower and more formal: it certifies specific legal conclusions to third parties, not general guidance.
Tip: Keep advisory work (for strategy or negotiation) separate from the formal opinion process. The tone, purpose, and liability framework are different.
4. Asking for Conclusions under Non-Swedish Law
A Swedish advokat can only opine on Swedish law, including its international private law aspects.
Requests that involve English, EU, or other jurisdictions fall outside the permissible scope.
Tip: Limit the request strictly to Swedish legal issues, and let counsel in each relevant jurisdiction issue separate opinions.
5. Overly Broad or Unclear Scopes
An unclear request — such as “a general opinion on the transaction” — creates confusion and risk.
The lawyer needs to know exactly what the opinion should cover (e.g., capacity, due execution, enforceability, no conflict with Swedish law).
Tip: Use international templates (LMA, ABA, or IBA models) or clearly outline the required sections before drafting begins.
6. Ignoring the Role of Assumptions and Qualifications
Every legal opinion includes assumptions (facts taken as true) and qualifications (legal limitations).
Foreign counsel sometimes overlook these, even though they define the scope and reliability of the opinion.
Tip: Review assumptions and qualifications carefully — they are not boilerplate, but key to understanding what the opinion actually confirms.
Why Legal Opinion Sweden
At Legal Opinion Sweden, we help international clients avoid common pitfalls by clarifying requirements early, verifying documentation, and aligning with market-standard opinion formats.
All opinions are issued by Swedish advokater experienced in cross-border finance, ensuring compliance, accuracy, and timely delivery.
In short:
A Swedish legal opinion must be based on clear, complete, and jurisdiction-specific instructions.
Avoiding the common mistakes above saves time, reduces risk, and ensures your transaction proceeds smoothly.
