Legal Issues Memo

Memo Summary and Recommendation

The one-look front page of the memo - property, loan, borrower, request type, whether the loan is securitized, the key legal issue, the REMIC-opinion flag, and an explicit consent recommendation - so a reviewer can orient before the detail.

Loan and Property Identification

The matter's parties and property by exact legal name - property, address, loan number, borrower entity, guaranty, and key principal - the identifiers that key every downstream document and notice.

Loan and Securitization Details

The loan's economic and servicing spine - dates, balances, the securitization or trust, the master, primary, and special servicers, the governing servicing agreement, and any encumbrance - which determines who has authority to consent and under what document.

Borrower Request Type

The category of borrower action under review - assumption, transfer of interests, easement, partial release, lease or SNDA, subordinate financing, modification, defeasance, casualty, or reserve release - which governs the applicable servicing procedure and consent standard.

Borrower Request Summary

Exactly what the borrower is asking the lender to consent to - the requesting party, date, description, consideration offered, timing, and supporting documents - the object of the entire legal analysis.

Working Parties and Counsel

The working parties list - every party and its counsel by role, with contacts and who each firm represents - the roster the deal team routes drafts, notices, and approvals through.

Key Legal Issues

The material legal issues the request raises, each with its category, governing provision, analysis, and risk level - the analytical core of the memorandum, including any gap where the documents are silent.

Loan Document Conditions Review

Each condition the loan documents impose on the requested action - net-worth and experience tests, fees, endorsements, replacement guaranties, opinions - with its source provision and whether it is satisfied.

REMIC and Tax Analysis

Whether the action is a significant modification under Treasury Regulation 1.860G-2(b), whether it risks a prohibited transaction under IRC 860F(a) or failing the principally-secured test, any applicable exception, and whether a REMIC opinion appears necessary before consent.

REMIC Opinion Requirement

The bottom-line determination of whether a REMIC opinion is required from the borrower before the servicer can consent - Required, Not required, Not applicable, or Not addressed.

Required Approvals and Consents

Every approval the action needs before it can close - master servicer, special servicer, controlling class, trustee, rating agencies, or agency - with the basis, the required deliverable, and status; missing an approver is what unwinds a consent.

Open Items and Responsibilities

The action list to clear before closing - each open item assigned to a responsible party, tied to the issue or condition it resolves, with priority and due date.

Legal Analysis and Recommendation

The narrative memo body in counsel's objective voice - material terms, analysis of the request, conditions and compliance including servicing-standard and REMIC considerations, and a supported recommendation with any consent conditions.

Pre-Issuance Review Checklist

The quality gate a supervising attorney runs before the memo issues - identification, request clarity, consent authority, REMIC treatment, required approvals, working-parties completeness, and whether the recommendation is supported - each flagged Pass, Needs review, or Fail.