A standard form of a third-party legal opinion letter to be delivered by a borrower's external counsel at the closing of a bilateral unsecured loan transaction. 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, 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.