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1.13. Statement of the Solicitors’ Legal Opinions Committee Concerning Sample Opinion LettersNos. 4A and 4B: Real Estate, with Sample Legal Opinion Letters Nos 4A and 4B, adopted18 October 2014 (replacing Item 1.7 above)NOTE: Statements of the Solicitors’’ Legal Opinions Committee may be found on thewebsite of the Law Society of BC at:https://www.lawsociety.bc.ca/page.cfm?cid 2738&t umbia2. Paper of the Subcommittee of the Commercial, Consumer & Corporate Law Section of theBritish Columbia Branch of the Canadian Bar Association: Solicitors’ Opinions in CommercialTransactions, 19773. Legal Opinions in Corporate Transactions, by A. Field and R. Ryan, Business Law MonographsVol. C6, Mathew Bender, New York, 19884. Legal Opinions in Commercial Transactions, 2nd edition, by Wilfred M. Estey, Butterworths,19975. Third Party Legal Opinion Report, including the Legal Opinion Accord, of the Section ofBusiness Law, American Bar Association, 1991 (the “Silverado Accord”)6. Fitzgibbon and Glazer on Legal Opinions, by Scott Fitzgibbon and Donald Glazer, AspenPublishers, last supplemental dated 2/3/20067. Opinions Requested by Lenders: Not a Negotiable Instrument II, Sandra D. Sutherland,Q.C., Vancouver, B.C., Continuing Legal Education of British Columbia, November, 19898. Cross Border Issues in Secured Lending, David Zacks, Insight Conferences, “CommercialLoan Transactions, Achieving Bullet-Proof Security”, May 30, 1996, Vancouver, (see also thepaper of Michael Disney and Ian McBride for Toronto Conference on the same subject,January, 1996)9. Certain Guidelines for Negotiation and Preparation of Third Party Legal Opinions, TheCommittee on Legal Opinions of the Section of Business Law, American Bar Association,1991 (now replaced by Guidelines for the Preparation of Closing Opinions, The Committee onLegal Opinions of the Section of Business Law, American Bar Association, February 200257 The Business Lawyer 875, which Guidelines can also be found 0050120000001.pdf10. CRA Deemed Trust Claims, by Louis LHeureux (Counsel, Tax Litigation, Department ofJustice Canada) and Bill Walker (Gowling Lafleur Henderson LLP), Tab 5 in material fromthe 10th Annual Real Estate Law Summit, April 10, 2013, The Law Society of Upper Canada,Continuing Professional Development11. Waters' Law of Trusts in Canada, 4th Edition, Donovan W.M. Waters, Mark Gillen, and,Lionel Smith, Carswell Canada, 2012Page 5 of 5

This Sample Opinion is published as a reference tool for the use of the legal profession inBritish Columbia and without liability on the part of the Solicitors' Legal Opinions Committeeor any of its members. This Sample Opinion is not a replacement for careful, knowledgeable,transaction-specific legal work which should be undertaken by the solicitor delivering theopinion.16 October 2014SAMPLE OPINION LETTER NO. 4A (2014 REVISION):REAL ESTATE (Fee Simple Title)Endnote 1(British Columbia Transaction)(to be given by lawyer for one party to the other party, and ifappropriate, the lawyer for the other party)Describe: (i) limited or special role, ifappropriate; (ii) the Client(s); (iii) thetransaction; (iv) the principal agreement.(limited to an opinion on land registered in the registrationsystem established under the Land Title Act)[DATE][ADDRESSEE]If the Principal Agreement does notcontain a precise legal description of thelands to which this opinion relates, and adefined term identifying those lands (i.e.“Lands”), insert PID number and legaldescription, including city/municipalityand define lands to which opinion relates.If the Lands are a strata lot add “togetherwith an interest in common property inproportion to the unit entitlement asshown on Form V”.The description of the Lands is completewithout reference to easements andrestrictive covenants which may beappurtenant to it.The opinion should not be based on anydocument or certificate which the opiniongiver knows or has reason to believe isinaccurate or incomplete. If anydocument or certificate is not current, addan appropriate assumption, as in 2.3 or2.4.Dear ,Re:We have acted as (i) counsel to (ii) ([X Co.]the “Corporation”)in connection with (iii) [describe transaction; e.g. purchase ofland etc.] pursuant to (iv) [describe principal agreement; e.g.purchase and sale agreement, loan agreement etc.] (the“Principal Agreement”) between the Corporation and [insertapplicable party or parties (the “Mortgagee”)].Terms used in this opinion letter and defined in the PrincipalAgreement but not in this opinion letter have the meanings givento them in the Principal Agreement.

21.EXAMINATIONSEndnote 2List documents and certificates whichwere reviewed, stating whether they wereoriginals, copies or certified copies. Ifthey were the last-mentioned, considerwhether the person certifying isappropriate to do so.For 1.2, consider whether additionalassumptions or qualifications areappropriate where you are acting for theMortgagee and the Mortgagee requiresthat its “standard” Express MortgageTerms be used without review oralteration.Certificate under 1.4 – Facts only, e.g.confirmation that there is no leaseholdinterest of 3rd parties for term notexceeding 3 years under which there isactual occupation; that Corporation (ifregistered owner) is not acting as trusteeand has not disposed of its interest in theLands by an unregistered document.SEE SUGGESTED FORM OFOFFICER’S CERTIFICATEATTACHED AS APPENDIX I.In connection with this opinion letter, we have examined thefollowing; [copies of which are enclosed or have previously beendelivered to ]:1.1the Principal Agreement;1.2the Form B mortgage (including the Mortgage Terms –Part 2 (the “Mortgage Terms”) [attached thereto/filedunder No. and incorporated therein by reference]) inthe principal amount of made by the Corporation infavour of the Mortgagee dated (the “Mortgage”);1.3[Identify any other transaction documentspurchase agreement, Form A Transfer];e.g.(collectively, with the Principal Agreement and theMortgage, the “Documents”);1.4a certificate dated of [an officer] of the Corporation;1.5a copy of the Certificate of [Good Standing][Compliance] with respect to the Corporation issued on by [the Registrar of Companies] [Industry Canada];1.6[other].If applicable, list additional documents inconnection with the transaction whichwere reviewed.If a search cannot be made, considerrelying on a State of Title Certificate ofappropriate date.No assumption should be made withregard to a fact which the opinion giverknows or has reason to believe isinaccurate or incomplete.It may not be appropriate to assume theWe have also examined such other corporate records anddocuments and certificates of public officials, made suchinvestigations and searches and considered such questions of lawas we have considered necessary to give the opinions expressed inthis letter. The opinions expressed herein are based on oursearch(es) of the records of the [applicable] Land Title Office(the “LTO”) made at AM/PM on the dayof , 20 .

3identity of corporate officers if theopinion is being given in respect of theopinion giver’s own corporate client.Endnote 32.For the purposes of the opinions expressed in this letter we haveassumed:2.1the genuineness of all signatures, the authenticity of alldocuments submitted to us as originals, the conformitywith authentic originals of all documents submitted to usas copies, the identity and personal legal capacity of allindividuals acting or purporting to act as corporateofficers, and the identity and capacity of all individualsacting or purporting to act as public officials;2.2the accuracy and completeness of all information providedto us by offices of public record;2.3that the facts set out in the certificate described in section1.4 are true and correct [and that there have been nochange in those facts set out in such certificate sincethe date of such certificate];2.4that the Certificate(s) of [Good Standing] [Compliance][Status] for the Corporation remains valid as of the dateof this opinion;2.5that each of the Documents creates legal, valid andbinding obligations of, and is enforceable in accordancewith its terms against, each of the parties thereto otherthan the Corporation;Include second part if certificate notdated the date of the opinion.Use only where Mortgage securesASSUMPTIONS

4blended payment of principal andinterest.2.6that the [yearly/half-yearly] rate of interest disclosed inthe Mortgage for the purposes of Section 6 of the InterestAct (Canada) is accurate;3.OPINIONBased and relying upon, and subject to, the foregoing and subjectto the qualifications and limitations set out below, we are of theopinion that:The language in 3.1 is either the samelanguage used in the relevant Certificateor reflects legal conclusions which can bedrawn from the language in the relevantCertificate. It is possible that thelanguage used in one or both Certificateswill change over time, so the Certificateshould be reviewed to ensure thelanguage is still appropriate. Variationsof the 3.1 opinion can be used so long asthe language either is the same as thelanguage in the Certificate or reflectslegal conclusions which can be drawnfrom such language.3.1the Corporation exists as a company under the law of theProvince of British Columbia, is a valid and existingcompany and is, with respect to the filing of annualreports, in good standing with the office of the Registrarof Companies for the Province of British Columbia;-or[the Corporation exists under the Canada BusinessCorporations Act, has filed all required annual returnsunder said Act, is registered as an extra-provincialcompany under the law os the Province of BritishColumbia and is, with respect to the filing of annualreports, in good standing with the Office of theRegistrar of Companies for the Province of BritishColumbia;]3.2the Corporation has the corporate power and capacity toown its interest in the Lands and to enter into and performits obligations under each of the Documents to which it isa party;3.3the execution and delivery by the Corporation of each ofthe Documents to which it is a party, and the performanceby the Corporation of its obligations thereunder, havebeen duly authorized by all necessary corporate action ofthe Corporation;Expand to include powers toborrow/guarantee, as appropriate seeEndnote

5Add if applicable.For compliance with laws see Endnote 4.Obtain and rely on a certificate as toassets and business.Some commercial opinions includeopinions as to absence of breach ofspecified documents and/or applicablelaw, though this would not be usual in anopinion dealing only with a mortgage.See Section 3.7 of the Committee’sSample Opinion No. 3 Commercial forthe form of expanded opinion.Endnotes 5, 6 and 7.The use of only the word “registered”limits the scope of the opinion. If“registered” is omitted or “beneficial” isused it is necessary to ensure there is nounregistered trust or transfer, which couldbe done by way of officer’s certificate.In (a) add reference to 23(2)(d) ifofficer’s certificate does not addressunregistered leases for terms of 3 years orless or confirms existence of such leases.3.4each of the Documents to which the Corporation is a partyhas been duly executed and delivered by the Corporation;3.5each of the Documents to which the Corporation is a partycreates legal, valid and binding obligations of theCorporation and is enforceable against the Corporation inaccordance with its terms;3.6the execution and delivery of the Documents to which it isa party by the Corporation and the performance by theCorporation of its obligations thereunder do not conflictwith or result in a breach of any provisions of the[constating documents – specify Notice of ropriate] of the Corporation [if appropriate refer tounanimous shareholders agreement, etc.];3.7the execution and delivery of the Documents to which it isa party by the Corporation and the performance by theCorporation of its obligations thereunder, do not violate,conflict with, or result in any breach of any laws of BritishColumbia or the laws of Canada applicable in BritishColumbia (collectively, the “Applicable Law”);3.8no consent, approval, authorization, exemption, filing,order or qualification of or with any governmentalauthority is required under the Applicable Law for theexecution, and delivery by the Corporation of theDocuments to which it is a party or the performance bythe Corporation of its obligations therein;3.9the Corporation is the registered owner of the Lands in feesimple subject only to:(a)the exceptions and reservations stated insubsections 23(2)(a), (b), (c), (e), (f), (h), and (i)and 108(2) of the Land Title Act (BritishColumbia);(b)the exceptions expressed in sections 50 and 55 to58 of the Land Act (British Columbia);(c)where any of the Lands is or becomes a strata lot,

6Endnote 8Legal Notations which refer to benefitswhich are appurtenant to the Lands, suchas easements, restrictive covenants overother lands etc. should be describedseparately as shown below. No commentis made as to the proper form of opinionwhere the title to the Lands or minerals isan absolute title. See section 174 of theLTA.any lien registered by the strata corporationpursuant to section 116(1)(a), (b) or (c) of theStrata Property Act (British Columbia);(d)the equitable discretion of the Court to orderrectification of any instrument relating to aninterest in land;(e)[list (or add as schedule) all legal notationsranking in priority to the Mortgage which arein the nature of restrictions or charges,registered charges, registered liens andregistered interests or use a term y defined in the PrincipalAgreement]; [if there is restrictive condition,right of reverter, or obligation imposed on theLands by the Forest Act (British Columbia)which is endorsed on title specify the nature ofthe endorsed right (see 23(j) LTA)];(f)statutory trusts arising under federal or provincialstatutes which extend to the lands or any portionthereof;(g)the Mortgage, and(h)[list (or add as schedule) all legal notationsranking subsequent to the Mortgage which arein the nature of restrictions and charges,registered charges, registered liens andregistered interest or use term like “Permittedsubsequent Encumbrances” if appropriatelydefined in the Principal Agreement].Endnote 9[if applicable add: The following interests areregistered as being appurtenant to the Lands: (a) aneasement registered under No. against [describeservient tenement]; (b) a restrictive covenant, etc.]; and3.10 the Mortgage was registered in the LTO on under No. and constitutes a fixed and specific mortgage and charge on theLands, subject only to the matters specified in clauses (a) to (e)inclusive and (to the extent any such trust ranks in priority to a

7No qualification should be included withregard to a fact which the opinion giverknows, or has reason to believe isinaccurate or incomplete.Known bankruptcy, insolvency and othersimilar issues must be specificallyaddressed.registered mortgage under Applicable Law) clause (f) of Section09 hereof.4.QUALIFICATIONS AND LIMITATIONS:4.1Enforceability of the Documents is subject to:(a)applicable bankruptcy, insolvency, receivership,fraudulent preference, fraudulent conveyance,reorganization, moratorium, arrangement, windingup and other similar enforcement of the rights ofcreditors or others;(b)general principles of equity (whether or notenforcement is considered in a proceeding inequity or at law), including the discretionexercisable by the court with respect to equitableremedies such as specific performance andinjunction and the concepts of materiality,reasonableness, good faith and fair dealing in theperformance and enforcement of a contractrequired of the party seeking its enforcement;(c)the discretion exercisable by the court with respectto stays of enforcement proceedings and executionof judgements;(d)the effect of a vitiating factor such as mistake,misrepresentation by a person other than theCorporation, fraud, duress or undue influence;(e)each Document will be enforced by the court onlyto the extent that the court determines that anyprovision which is unenforceable or invalid can besevered without impairing the interpretation andapplication of the remainder of that Document;(f)the rate of post judgement interest applicable toany amount owing under any of the Documentswill be the rate specified pursuant to the CourtOrder Interest Act (British Columbia), subject tovariation on application to the court as providedfor in such Act;Endnote 10Endnotes 11 and 12

8(g)the discretion exercisable by the court to enjoin theenforcement of any right of private sale providedfor in the Mortgage and to require that the Landsbe sold pursuant to a court supervised foreclosureproceeding; and(h)the possible unenforceability of the provisions ofSection of the Mortgage which provide that anyreceiver be appointed thereunder is the agent of theCorporation rather than the agent of theMortgagee,4.2Agreements or arrangements to pay interest at a criminalrate (the terms “interest” and “criminal rate” having themeanings specified in Section 347 of the Criminal Code(Canada)) are not enforceable.4.3Any provision in the Documents requiring the payment ofinterest at a higher rate after rather than before defaultmay not be enforceable.4.4We express no opinion as to the enforceability ofprovisions of the Documents which require theCorporation to pay any amounts to the Mortgagee inrespect of fines, penalties, legal fees or costs leviedagainst, imposed upon or incurred by the Mortgagee,exceeding those awarded to or recoverable by theMortgagee pursuant to applicable law or the order of acourt.4.5Section of the [describe document] may beunenforceable if a court decides that the amount requiredto be paid pursuant thereto constitutes a penalty and not areasonable pre-estimate of damages.4.6Notwithstanding the provisions of the Documents as to theconclusiveness of a fact or the determination of a matter acourt may permit the Corporation to introduce evidence inproceedings for the purpose of proving that theconclusiveness of a fact or the determination of a matter iscontrary to the evidence.4.7The enforcement of the Documents is subject to thediscretion of a court to impose restrictions on the rights ofSee Interest Act (Canada) Section 8

9creditors to enforce immediate payment of amounts statedto be payable on demand.4.8We express no opinion as to the priority of the Mortgagewith respect to advances made after the date of thisopinion. The Mortgagee should search title to the Landsimmediately prior to each advance under or secured by theMortgage.4.9Any court action to recover any amount payable in aforeign currency will require conversion of such amountinto Canadian dollars at a rate of exchange which may notbe the rate in effect on the date of payment or the rateprescribed in the Documents.4.10We have made no independent investigations of the factsreferred to in the certificate described in Section 1.4hereof.4.11We express no opinion on any interest in or registered inrespect of the Lands that may be held or claimed by or forany aboriginal people in their capacity as an aboriginalpeople.4.12The opinions expressed herein are restricted to theApplicable Law on the date hereof.4.13We have pursuant to your instructions, used the MortgageTerms without review or amendment (other thaname

Page 2 of 5 “Reference Materials”) included at the end of this statement and published on the website of the Law Society of British Columbia. Attached Sample Opinion Letters Nos. 4A and 4B provide specific opinion language and updates to the Statement of the Committee Concerning Legal Opinions: Real Estate issued i