Drafting, Pleadings and Appearances · Art of Opinion Writing

Structure and Format of a Legal Opinion

Updated 11 October 2026 · Fact-checked

A legal opinion follows a fixed order: heading, facts, questions, analysis, conclusion and signature. You state the facts neutrally, frame the legal questions, answer each with the provision and reasoning, then give a clear conclusion. Use this order in every written answer on opinion writing.

Understand Structure and Format of an Opinion

An opinion is a written statement of how the law applies to a client's facts. The reader may be a director, a board or a lawyer. They will act on it. So it must be easy to follow and easy to find the answer in.

The format exists to enforce discipline. Facts come first so the reader knows what you assumed. Questions come next so the analysis stays focused. Analysis links each question to a provision. The conclusion answers each question in plain words.

There is no single statutory format. Practice and ICSI-style answers follow a common pattern. In an exam, the pattern also helps the examiner see your marking points quickly: provision, analysis of facts, conclusion.

Keep the language formal and neutral. Do not argue like a pleading. An opinion must be balanced. If the law is unclear or a fact is missing, say so and state your assumption.

Key rules to remember

Standard order of an opinion: Heading → Facts → Questions → Analysis → Conclusion → Signature; Use this order unless the question asks for a different one.
Analysis pattern for each question: Question → Provision → Application to facts → Answer; Repeat for every question you framed. Keep numbering consistent.
Heading contents: Addressee, subject, reference or date, privileged and confidential note; Keep the subject line short and specific to the issue.
Conclusion rule: One direct answer per question, with any condition or recommendation; Do not introduce new law or new facts in the conclusion.

How to solve Structure and Format of an Opinion questions

Use the same method for any opinion question. Read the facts once for the story and once for the legal issues.

1Write the heading: to whom the opinion is addressed, the subject, the date, and that it is confidential.
2Summarise the facts in short numbered points. Stay neutral. Note any assumption you make for missing facts.
3Frame the questions on which opinion is sought. Keep each one a single, specific legal question.
4Take each question in turn. State the provision or rule, then apply it to the facts given.
5Deal with exceptions, conditions or contrary views where they matter. Do not ignore weak points.
6Conclude with a direct answer to each question. Add practical steps such as filings, approvals or time limits.
7Close with a short caveat that the opinion rests on the facts supplied, then sign with name, designation and place.

Quickest way: Six-block skeleton

When to use it: Use when time is short and the question is a short case with two or three issues.

Jot six labels on your rough page: Heading, Facts, Questions, Analysis, Conclusion, Signature.
Underline the issues in the question and turn each into one question.
Write one provision and one fact link per question in rough.
Write the answer in final order, keeping facts to five or six lines.
Finish with the conclusion and signature block so the opinion never looks incomplete.

Common mistakes in Structure and Format of an Opinion

Copying the facts back at length
Students think more facts show more effort.
Fix: Keep only facts that affect the legal answer. Use short numbered points.
Skipping the questions section
Students jump straight to analysis to save time.
Fix: Frame each question in one line. It guides the analysis and shows structure.
Giving a vague or hedged conclusion
Fear of being wrong leads to 'it may or may not be valid'.
Fix: Give a clear answer and state the condition on which it depends.
Citing provisions without applying them
Students recall the law but forget the case-based format.
Fix: After each provision, write a sentence linking it to the named parties and facts.
Leaving out signature and date
Students treat it as a formality.
Fix: Always end with name, designation, place and date. An unsigned opinion is incomplete.
Mixing new facts into the analysis
Students fill gaps without saying so.
Fix: State any assumption in the facts section and flag it again in the conclusion.

Worked examples

Example 1

Aarav Textiles Private Limited wants to give a loan of ₹50,00,000 to a company in which its director has an interest. The Managing Director asks you, as Company Secretary, to prepare an opinion outline on whether board approval is needed. Show only the structure and the content of each part.

Show the solution

Heading: To the Managing Director, Aarav Textiles Private Limited. Subject: Opinion on loan to a company in which a director is interested. Mark it confidential, with date.
Facts: 1. The company proposes a loan of ₹50,00,000. 2. The borrower is a company in which a director of the lender is interested. 3. Assumed: the company has no earlier approvals on this.
Question: Whether the proposed loan needs approval, and from which body, under the Companies Act, 2013.
Analysis: State the relevant provisions on loans and related-party dealings, and check whether the lender and the borrower fall within their scope. Then apply to the facts: the director's interest, the amount and the type of company.
Conclusion: State whether board approval, shareholder approval or both are needed, with the condition that the answer holds on the assumed facts. Add the next step: place the proposal before the board and make the required filings.
Signature: Name, designation, place and date.

Answer: The opinion follows the order Heading, Facts, Question, Analysis, Conclusion and Signature. It ends with a direct statement of the approval required, linked to the facts and assumptions.

Example 2

Write the conclusion part of an opinion where the question was whether a company can alter its articles by a board resolution alone. Assume the answer is no.

Show the solution

Restate the question in one line so the conclusion stands on its own.
Give the direct answer: the articles cannot be altered by a board resolution alone.
Give the basis in one sentence: alteration of articles needs a special resolution passed by the members, with the required filing afterwards.
State any condition or recommendation: convene a general meeting with proper notice and file the resolution with the Registrar within the time allowed.
Add the caveat that the view rests on the facts supplied. Then add the signature block.

Answer: Conclusion: In my opinion, the company cannot alter its articles by a board resolution alone. A special resolution of the members is required, followed by the prescribed filing with the Registrar. This view rests on the facts supplied to me. Signed: [Name], Company Secretary, [Place], [Date].

Exam tips

Write the six headings in order, even in a short answer. Examiners look for the structure first.
Number the questions and number the analysis to match. It makes your answer easy to mark.
Keep facts short, but never drop a fact that decides the answer.
End every answer with a clear conclusion and a signature block. Do not stop at the analysis.
Where facts are missing, state an assumption instead of leaving the gap.

Practice questions from Art of Opinion Writing

Structure and Format of an Opinion: frequently asked questions

What is the standard format of a legal opinion?

It runs in this order: heading, facts, questions, analysis, conclusion and signature. Each part has a fixed job. Facts say what you assumed, and the conclusion answers the questions.

How do I conclude a legal opinion?

Give a direct answer to each question you framed. Add any condition and the practical next step, such as a filing or approval. Do not add new law or new facts, and close with your signature.

Should I write the questions separately from the facts?

Yes. Facts tell the story and questions show the legal issues. Keeping them apart makes the analysis focused and shows the examiner you have spotted the issues.

Is there a fixed statutory format for an opinion?

No. The format is a matter of professional practice. Follow the common order so the reader can find the answer quickly.