FHA/HUD | 2026-10-13

HUD Opinion Authority Review Must Follow Every Entity Tier

HUD's current opinion instructions connect borrower authority, organizational documents, foreign qualification, and the factual borrower certification.

HUD's current forms page identifies the HUD-91725M Guide for Opinion of Borrower's Counsel, its instructions, and the HUD-91725M-CERT borrower certification for transactions with firm commitments issued on or after April 1, 2026. Those materials make the borrower's organizational chain part of the opinion analysis, not merely a closing-file attachment.

The instructions call for the organizational documents of the borrower and each controlling entity in the organizational hierarchy to the extent needed for the required opinion. When the structure has multiple tiers, the opinion must include the entities and documents legally necessary to establish the authority of the person signing the transaction documents, with added paragraphs or other conforming revisions when needed.

The instructions also address foreign qualification: it should be included when an entity has qualified voluntarily or when qualification is required by state law or HUD program obligations. The HUD-91725M-CERT certification must be attached to the opinion as an exhibit, must contain the minimum factual information required by the form, and may include additional factual matters relied on by counsel when HUD field counsel approves them.

For borrower-side counsel, a practical authority matrix should map each entity tier, governing document, amendment, good-standing or qualification evidence, approval or consent, authorized signer, opinion paragraph, and supporting certification fact. Reconciling that matrix with the organizational chart and signature blocks before the first opinion draft can surface missing authority documents while there is still time to cure them. This note is informational only and is not legal advice for any specific transaction.