Drafting, Pleadings and Appearances · Art of Opinion Writing

Preparing to Write a Legal Opinion: Facts, Issues and Law

Updated 11 October 2026 · Fact-checked

Preparing to write an opinion means doing four jobs before you write a word: read the facts and the question asked, frame the legal issues, research the statute and case law that govern them, and test the law against the facts. A sound opinion rests on this groundwork.

Understand Preparing to Write an Opinion

An opinion is advice on a legal question, given to a client or to your company. The advice is only as good as the groundwork behind it. Most marks in a written paper are lost because the student answers a question that was not asked, or skips the facts.

Start with the question asked. A client may ask, "Can we do this?", "Is this valid?" or "What are our risks?" Each needs a different answer. Underline the exact ask and the role you are playing, such as company secretary or external counsel.

Next, master the facts. Separate facts that are stated from facts that are assumed and facts that are missing. Note dates, amounts, parties, their capacity, and the documents involved. Do not add facts that the question does not give. If a missing fact could change the answer, say so and state your assumption.

Then frame the issues. An issue is a precise legal question that must be answered to reach the conclusion. Write it as a question that joins a rule to a fact, for example: "Whether the board can allot shares to a director's relative without a special resolution, on these facts?" Break a big question into small issues and put them in logical order.

Finally, research the law. Identify the Act, section, rule, regulation or circular that governs each issue. Add a decided case only if you are sure of it. Check that the law is current and that you have read any proviso or exception. Then apply the law to each fact. This is what a good opinion shows.

Key rules to remember

Opinion preparation sequence: Question asked → Facts → Issues → Law → Application → Conclusion; Groundwork covers the first four. Application and conclusion come when you write.
Framing an issue: Issue = Legal rule + Key fact, phrased as a question starting with "Whether"; Keep one rule per issue. Do not mix two questions in one issue.
Fact check: Facts given + Facts assumed + Facts missing; List all three. State assumptions openly in the opinion.
Application test: Rule → Fact → Result for each issue; Show how the rule works on the facts. Do not only quote the rule.

How to solve Preparing to Write an Opinion questions

Use this method for any opinion question. It keeps your answer on the question and in a logical order.

1Read the last line of the question first to find what is asked and in what role you act.
2Read the facts again. Mark parties, dates, amounts, documents and the dispute.
3List missing facts and note any assumption you need to make.
4Frame each legal issue as a short question joining a rule to a fact. Order them logically.
5Identify the governing provision for each issue. Recall exceptions, provisos and time limits.
6Add case law only if you are certain of the case and its holding.
7Apply the law to the facts issue by issue and reach a clear view on each.
8Write the opinion in the order: facts, issues, law, analysis, conclusion, with a caution on assumptions.

Quickest way: Four-line planning grid

When to use it: Use it in the first three or four minutes of a case-based question when time is short.

Write "Ask:" and note what the client wants in one line.
Write "Facts:" with three or four key facts and dates.
Write "Issues:" and number each issue as a "Whether" question.
Write "Law:" and place the provision next to each issue, then start drafting.

Common mistakes in Preparing to Write an Opinion

Answering a different question from the one asked
You see a familiar topic and start writing what you know.
Fix: Underline the ask and your role. Check your conclusion answers it directly.
Copying the facts into the answer without using them
Students think restating facts earns marks.
Fix: Keep the facts short and use each fact in the analysis to support a point.
Framing vague or bundled issues
You write a topic, such as "Allotment of shares", rather than a question.
Fix: Write each issue as a "Whether" question with one rule and one key fact.
Quoting a section without applying it
Recalling the rule feels like the whole task.
Fix: After each rule, write what it means on these facts and the result.
Inventing facts or citing doubtful cases
You try to fill gaps or look more authoritative.
Fix: State assumptions openly. Cite a case only if you are sure of it. Otherwise rely on the provision.
Ignoring provisos, exceptions and current amendments
You recall the main rule from memory and stop.
Fix: Ask what exception could apply and whether the law has been amended. Mention it briefly.

Worked examples

Example 1

Aarav Textiles Ltd., an unlisted public company, wants to give a loan of ₹60 lakh to Mr. Rohan Mehta, a director, at a low interest rate. The managing director asks for your opinion. Show how you would prepare before writing the opinion.

Show the solution

Question asked: whether the company can lend to a director. Your role is the company secretary advising the board.
Facts given: unlisted public company, loan of ₹60 lakh, borrower is a director, interest is low. Missing facts: the company's reserves, the exact rate, whether any prior approval exists and the loan's purpose.
Issue 1: Whether the company can advance a loan to a director under the restriction on loans to directors in the Companies Act, 2013, and whether any exception applies on these facts.
Issue 2: If an exception or approval route is available, what conditions on approval and interest rate must be met.
Law: identify the provision restricting loans to directors, its exceptions and the related-party rules. Check the current text before relying on it.
Application plan: test the loan against the restriction first, then any exception, then the interest-rate condition and the related-party approvals. Reach a conclusion on each issue.

Answer: The preparation produces the ask (can the company lend to a director), three missing facts to assume openly, two issues framed as "Whether" questions, and the governing provisions to check and apply. The opinion is then written in the order of facts, issues, law, analysis and conclusion.

Example 2

A client, Meridian Foods Pvt. Ltd., signed an agreement with a supplier. The supplier failed to deliver goods by the agreed date. The client asks, "Can we cancel the contract and claim damages?" Frame the issues and list your research points.

Show the solution

Question asked: whether the client can cancel the contract and recover damages. This is two questions: termination and compensation.
Facts to confirm: the agreed date, whether time was of the essence, any termination or notice clause, any payment made, and the loss suffered.
Issue 1: Whether, on these facts, the delay entitles the client to treat the contract as terminated.
Issue 2: Whether the client can recover damages for the loss caused by the delay, and how much.
Research points: the termination and remedies clauses in the agreement, the Indian Contract Act, 1872 provisions on failure to perform at the time and on compensation for breach, and any dispute resolution clause.
Next step: apply each rule to the dates, the clauses and the loss, and note that the missing facts may change the answer.

Answer: The groundwork yields two separate issues (termination and damages), a list of facts to verify, and the sources to research: the contract's own clauses and the relevant provisions of the Indian Contract Act, 1872. Each issue is then answered separately in the opinion.

Exam tips

Spend the first few minutes on the ask, facts and issues. A planned answer scores better than a long unplanned one.
Number your issues and answer them in the same order. Examiners follow numbered structure easily.
State assumptions in one line when a fact is missing. Do not leave a gap and do not invent a fact.
Name the provision and apply it to the facts. A section quoted without application earns little.
End each issue with a clear view and then give an overall conclusion that answers the client's question.

Practice questions from Art of Opinion Writing

Preparing to Write an Opinion: frequently asked questions

What should I do first when I get an opinion question in the exam?

Read what the client is asking and your role. Then read the facts and mark the key ones. Only after that, frame the issues and recall the law.

How do I frame an issue in a legal opinion?

Write it as a question starting with "Whether". It should join one legal rule with the key fact of the case. Keep each issue to a single point so the answer stays clear.

Do I have to quote case law in every opinion?

No. Rely first on the statute, rule or regulation. Cite a case only if you are sure of its name and holding. A wrong citation costs more than leaving it out.

What if the question leaves out an important fact?

State the gap and make a reasonable assumption in the opinion. You can also say how the conclusion would change if the fact were different.