My bank client hired a non-lawyer with a J.D. to draft its loan documents. If I review documents a non-lawyer prepared, am I assisting the unauthorized practice of law under Rule 5.5?

Plain-English summary

The inquiring attorney represented a financial institution for the preparation of loan documents relating to commercial loans. The institution had hired a director who holds a J.D. degree but is not a member of the Rhode Island Bar. The director had been drafting loan documents and consulting with an associate in the inquiring attorney's firm regarding their preparation. The attorney was concerned about reviewing loan documents not prepared by an attorney and asked whether reviewing documents prepared by a non-lawyer constitutes assisting the unauthorized practice of law.

The Panel set out Rule 5.5 ("Unauthorized Practice of Law"), under which a lawyer shall not practice law where doing so violates that jurisdiction's regulation of the profession or assist a non-member of the bar in the performance of activity that constitutes the unauthorized practice of law. The Panel quoted the Comment, which states that the rule does not prohibit lawyers from providing professional advice and instruction to non-lawyers whose employment requires knowledge of the law, giving employees of financial or commercial institutions as an example.

Applying the rule, the Panel concluded that the attorney's assisting the bank employee in the preparation of loan documents is not assisting in the unauthorized practice of law and does not violate the Rules of Professional Conduct. While noting that its role does not include interpreting substantive law, the Panel observed that the Rhode Island statutes defining unauthorized practice of law specifically authorize the preparation of loan documents by bank employees, citing R.I.G.L. 11-27-2 and 11-6-16(3).

Currency note

This opinion was issued in 1994 (Opinion 94-57, issued September 28, 1994), after the Rhode Island Supreme Court adopted the Model Rules of Professional Conduct effective November 15, 1988, and it applies Rule 5.5 as originally adopted. The Rhode Island Supreme Court later revised the Rules of Professional Conduct in 2007 as part of the nationwide Ethics 2000 process, which amended Rule 5.5. The statutes cited may also have changed. Subsequent rule amendments or later opinions may have changed the analysis. Treat this page as historical context, not current guidance. Verify against current rules before relying on any specific rule mentioned here.

Common questions

Q: Is reviewing loan documents drafted by a non-lawyer bank employee assisting the unauthorized practice of law?

A: The Panel concluded no. Assisting a bank employee in preparing loan documents is not assisting the unauthorized practice of law and does not violate the Rules.

Q: Can a lawyer advise a non-lawyer whose job requires legal knowledge?

A: Yes. The Panel quoted Rule 5.5's Comment, which permits lawyers to provide professional advice and instruction to non-lawyers, such as employees of financial or commercial institutions, whose employment requires knowledge of the law.

Q: Did the Panel rely on Rhode Island statutes?

A: The Panel noted, while stating its role does not include interpreting substantive law, that Rhode Island statutes specifically authorize bank employees to prepare loan documents, citing R.I.G.L. 11-27-2 and 11-6-16(3).

Background and rules framework

The opinion interprets Rhode Island Rule of Professional Conduct 5.5 (unauthorized practice of law), the analog of Model Rule 5.5. Rule 5.5 bars assisting a non-lawyer in the unauthorized practice of law, but its Comment permits advising non-lawyers whose employment requires legal knowledge. The Panel applied that exception to a lawyer advising bank employees on loan documents, noting supporting Rhode Island statutes.

Citations and references

Rules of Professional Conduct:

• MR 5.5 / RI RPC 5.5 (unauthorized practice of law; assisting non-lawyers whose employment requires legal knowledge)

Statutes:

• R.I.G.L. 11-27-2 (defining the unauthorized practice of law)
• R.I.G.L. 11-6-16(3) (authorizing preparation of loan documents by bank employees)

See also

• RI EAP Opinion 94-42: no client list to the firm's bank under Rule 1.6
• RI EAP Opinion 94-41: members entitled to file for the firm's clients

Source

• Landing page: https://www.courts.ri.gov/attorney-resources/Pages/Ethics-Advisory-Panel-default.aspx
• Original PDF: https://www.courts.ri.gov/Opinions/EAP%2094-57.pdf

Original opinion text

Best-effort transcription from a scanned PDF. Minor errors may remain; the linked PDF is authoritative.

ETHICS ADVISORY PANEL
OPINION #94-57 REQUEST #527
Issued September 28, 1994

The inquiring attorney represents a financial institution for the preparation of loan documents relating to commercial loans. The institution hired a director who holds a J.D. degree but is not a member of the Rhode Island Bar. The director has been drafting loan documents, and consulting with an associate in the inquiring attorney's firm regarding the preparation of those documents. The inquiring attorney is concerned about his review of loan documents which were not prepared by an attorney and asks whether the reviewing of documents prepared by a non-lawyer constitutes assistance in the unauthorized practice of law.

Rule 5.5 entitled "Unauthorized Practice of Law" states: A lawyer shall not:

a) practice law in a jurisdiction where doing so violates the regulations of the legal profession in that jurisdiction; or

b) assist a person who is not a member of the bar in the performance of activity that constitutes the unauthorized practice of law.

The Comments to Rule 5.5 state that the rule "does not prohibit lawyers from providing professional advice and instructions to non-lawyers whose employment requires knowledge of the law; for example . . . employees of financial or commercial institutions . . ." The attorney's assisting as bank employee in the preparation of loan documents is not assisting in the unauthorized practice of law and does not violate the Rules of Professional Conduct.

While the Panel's role does not include the interpretation of substantive law, we note that the Rhode Island Statutes defining unauthorized practice of law specifically authorizes the preparation of loan documents by bank employees. R.I.G.L. 11-27-2, 11-6-16(3).