Docsity
Docsity

Prepare for your exams
Prepare for your exams

Study with the several resources on Docsity


Earn points to download
Earn points to download

Earn points by helping other students or get them with a premium plan


Guidelines and tips
Guidelines and tips

Legal Opinion for Contract for Difference, Summaries of Law

This legal opinion document provides guidance on the requirements for a contract for difference (cfd) agreement between a generator and the cfd counterparty. It outlines the key elements that must be examined, including the generator's incorporation, board resolutions, and insolvency status. The opinion is issued by the cfd counterparty and is not a binding form, but rather an illustration of an acceptable format. Drafted based on the assumption that the generator is a company incorporated in england and wales. It highlights the scope and limitations of the legal opinion, as well as the assumptions made in its preparation.

Typology: Summaries

2020/2021

Uploaded on 10/31/2022

sade-tejaswi
sade-tejaswi 🇮🇳

7 documents

1 / 4

Toggle sidebar

This page cannot be seen from the preview

Don't miss anything!

bg1
Page 1 of 4
Template LEGAL OPINION
This is a sample legal opinion for the purpose of paragraph (A) of Part A (Initial
Conditions Precedent) of Schedule 1 (Conditions Precedent) to the Contract for
Difference Standard Terms and Conditions. It is issued by the CfD Counterparty as
guidance. It is not a binding form and is merely an illustration of a form of opinion that is
currently likely to be acceptable to the CfD Counterparty. This form of legal opinion is
drafted on the basis that the Generator is a company, incorporated in England and
Wales.
[Generator’s Unique Reference Number]
To: Low Carbon Contracts Company Ltd
Fleetbank House
2-6 Salisbury Square
London
EC4Y 8JX
(as the “CfD Counterparty).
[Date]
Dear Sirs,
Contract for Difference relating to [name of Project]
Introduction
1. We refer to the Contract for Difference (the Contract for Difference”) dated
[ ], 20[ ] and made between (1) [Generator] (the “Generator”) and (2) the CfD
Counterparty. Unless otherwise defined in this letter, terms and expressions defined in
the Contract for Difference have the same meanings when used in this letter.
2. This letter is provided pursuant to paragraph (A) of Part A (Initial Conditions Precedent)
of Schedule 1 (Conditions Precedent) to the Conditions forming part of the Contract for
Difference.
3. We have acted as English legal advisers to the Generator in connection with the
Contract for Difference. This letter may be relied upon only by the Generator and the
CfD Counterparty and may be used only in connection with the Contract for Difference.
pf3
pf4

Partial preview of the text

Download Legal Opinion for Contract for Difference and more Summaries Law in PDF only on Docsity!

Page 1 of 4 Template LEGAL OPINION This is a sample legal opinion for the purpose of paragraph (A) of Part A (Initial Conditions Precedent) of Schedule 1 (Conditions Precedent) to the Contract for Difference Standard Terms and Conditions. It is issued by the CfD Counterparty as guidance. It is not a binding form and is merely an illustration of a form of opinion that is currently likely to be acceptable to the CfD Counterparty. This form of legal opinion is drafted on the basis that the Generator is a company, incorporated in England and Wales. [ Generator’s Unique Reference Number ] To: Low Carbon Contracts Company Ltd Fleetbank House 2 - 6 Salisbury Square London EC4Y 8JX ( as the “ CfD Counterparty ”). [ Date ] Dear Sirs, Contract for Difference relating to [name of Project] Introduction

  1. We refer to the Contract for Difference (the “ Contract for Difference ”) dated [ ], 20[ ] and made between (1) [ Generator ] (the “ Generator ”) and (2) the CfD Counterparty. Unless otherwise defined in this letter, terms and expressions defined in the Contract for Difference have the same meanings when used in this letter.
  2. This letter is provided pursuant to paragraph (A) of Part A ( Initial Conditions Precedent ) of Schedule 1 ( Conditions Precedent ) to the Conditions forming part of the Contract for Difference.
  3. We have acted as English legal advisers to the Generator in connection with the Contract for Difference. This letter may be relied upon only by the Generator and the CfD Counterparty and may be used only in connection with the Contract for Difference.
  1. The provision of this opinion is not to be taken as implying that we owe any duty of care to anyone other than our client in relation to the content of the Contract for Difference or the commercial and financial implications of the Contract for Difference. The provision of this opinion does not create or give rise to any client relationship between this firm and the CfD Counterparty.
  2. This letter sets out our opinion on certain matters of English law as at today’s date and as currently applied by the English courts. We express no opinion on European Union law as it affects or would be applied in any jurisdiction other than England and Wales. We have not made any investigation of, and do not express any opinion on, any other law.
  3. This letter is to be governed by and construed in accordance with English law.
  4. For the purposes of this letter, we have examined: (A) an executed copy of the Contract for Difference including version [ ], 20[ ] of the Contract for Difference Standard Terms and Conditions incorporated into the Contract for Difference; (B) a copy of the Certificate of Incorporation, [ the Certificate[s] of Change of Name, ] Memorandum and Articles of Association (together with the resolutions and agreements filed under section 30 of the Companies Act 2006 and its predecessors) of the Generator, certified as true, complete and up to date by [ name of certifying director or secretary ]; (C) a copy of the minutes of a meeting of the Board of Directors of the Generator held on [ ], 20[ ], certified as true, complete and up to date by [ name of certifying director or secretary ]; and
  5. For the purposes of this letter, we have carried out: (A) a search at the Registrar of Companies in respect of the Generator on [ ], 20[ [ ]; and (B) a [ telephone ] search at the Central Registry of Winding-Up Petitions in respect of the Generator on [ ], 20[ ]], together the “ Searches ”.
  6. We have made all due enquiry [ details can be given ] and are satisfied that:- (A) the resolutions passed and authorisations given at the meeting referred to in paragraph 7(C) have not subsequently been amended, revoked, rescinded or superseded; (B) no proposal for a voluntary arrangement has been made, and no moratorium has been obtained, in relation to the Generator under Part I of the Insolvency Act 1986; (C) the Generator has not given any notice in relation to or passed any winding-up resolution;

(B) the Searches are not conclusive as to whether or not insolvency proceedings have been commenced in relation to the Generator or any of its assets. For example, information required to be filed with the Registrar of Companies or the Central Registry of Winding up Petitions is not in all cases required to be filed immediately (and may not be filed at all or on time); once filed, the information may not be made publicly available immediately (or at all); information filed with a District Registry or County Court may not, and in the case of administrations will not, become publicly available at the Central Registry; and the Searches may not reveal whether insolvency proceedings or analogous procedures have been commenced in jurisdictions outside England and Wales. Yours faithfully,