This article considers how Iraqi legal opinions for UK counsel should manage qualifications where transaction documents rely on English-law concepts. Iraqi opinions are often requested late, after the main documents have been negotiated under English law. Problems arise where those documents assume a foreign concept will produce the same result in Iraq. The opinion process should identify these gaps early enough to adjust the transaction, rather than hide a material issue in broad qualifications.
The corporate and contractual analysis rests on the Companies Law No. 21 of 1997 and the Civil Code No. 40 of 1951, as amended. Depending on scope, the Civil Procedure Law No. 83 of 1969, the Execution Law No. 45 of 1980, the Law on the Execution of Foreign Judgments No. 30 of 1928, Law No. 14 of 2021 on Iraq’s accession to the New York Convention, the Notaries Public Law No. 33 of 1998 and sector regulations may also be relevant.
Distinguishing legal conclusions from assumptions
An opinion usually addresses the capacity of an Iraqi company, authority to sign and the legal effect of identified documents. These are separate conclusions. A company may have capacity to enter a transaction while the proposed signatory lacks authority, or a particular obligation may still require regulatory approval.
Factual assumptions should support the analysis without replacing it. An assumption that all necessary approvals exist would undermine an opinion meant to confirm that they do. Review of Iraqi corporate documents should establish which matters can be verified from official records at the Companies Registration Directorate and which require certificates or further evidence.
Foreign concepts and Iraqi characterisation
Terms such as trust, beneficial ownership, indemnity, floating charge and security agent carry particular meanings in English-law documents. Their effect in Iraq depends on the rights and obligations actually created and on mandatory rules. Iraqi law does not recognise the common law trust, and translating a label does not create an equivalent local institution.
This matters most for security and liability provisions. A promise described as an indemnity may still be analysed in Iraq by reference to the underlying obligation, causation and actual loss. An English-law arrangement for holding collateral through a trustee does not mean an Iraqi registry will record that trustee or allow enforcement in the way the facility agreement assumes.
Choice of law and mandatory rules
The Civil Code generally allows parties to choose the law governing contractual obligations in international transactions, but Iraqi mandatory rules and public policy continue to apply, particularly where performance, property or enforcement is located in Iraq. Rights over Iraqi real estate are governed by Iraqi law regardless of the chosen law, and corporate matters of an Iraqi company are governed by Iraqi company law. An opinion should state clearly where the English-law choice will be respected and where it will not.
Enforceability and procedural qualifications
An enforceability opinion should explain the material limitations arising from Iraqi law, including public policy, judicial discretion over agreed compensation, limitation periods and the formal requirements for particular remedies. The choice of English law does not remove these rules where performance or enforcement takes place in Iraq.
Foreign judgments and arbitral awards require separate treatment. Foreign judgments are enforced under the 1928 law, subject to conditions including reciprocity, while foreign arbitral awards benefit from the New York Convention framework subject to Iraqi procedure. A general statement that obligations are binding should not be read as confirming that a future foreign decision will be enforced automatically.
Evidence at signing and completion
The opinion should identify the documents reviewed and the date to which it speaks. Draft resolutions, unsigned powers of attorney and anticipated approvals carry less weight than executed documents, and outstanding registrations should be stated expressly.
Reliance should be defined: the addressees, permitted recipients and purposes. Changes in the borrower, facility terms or security package may require an updated opinion. Arabic originals should be checked against English translations relied on by foreign counsel, especially where restrictions on authority may be compressed in translation. Where the Iraqi conclusion depends on the meaning of an English-law obligation, that meaning should be agreed with English counsel and recorded as a premise.
Coordinating with English counsel from the start
The most efficient opinions are those scoped early. When Iraqi counsel is involved at term sheet stage, issues such as trustee recognition, security registration and enforcement limits can be addressed in the structure rather than qualified away at closing. A short Iraqi law issues memo circulated with the first drafts often saves significant time later, and allows the parties to agree in advance which conclusions the opinion will and will not give.
Agreeing a form of opinion early also helps lenders’ credit committees understand the residual risks, so that qualifications do not come as a surprise when the final document is delivered.
Conclusion & how Etihad Law Firm can help
The value of an Iraqi legal opinion lies in showing what the transaction achieves under Iraqi law and what still needs to be done, so that qualifications inform decisions rather than conceal them.
Providing Iraq legal opinions for foreign law firms serving United Kingdom clients, Etihad Law Firm works with UK counsel on Iraqi commercial transactions, preparing focused capacity, authority and enforceability opinions and explaining qualifications early enough to shape drafting, approvals and completion.