Legal Ethics Opinion No. 1467

Letterhead--"Of Counsel": Professional Corporation of Counsel to
Another Professional Corporation or Partnership

You have presented a situation in which an attorney set up his
own professional corporation through which he wishes to serve as
"of counsel" to other attorneys who are either in a partnership
or a professional corporation.  In either case, the attorney's
professional corporation would be listed as "of counsel" on the
other attorneys' letterhead, but the name would not be included
in the name of the other attorneys' partnership or professional
corporation.  You have also provided two hypothetical letterheads
on which the attorney's professional corporation is shown as "of
counsel" to either a partnership or another professional
corporation and a third on which the parenthetical statement
"including a professional corporation" appears below the name of
the partnership.

You have asked the committee to opine as to the propriety of the
professional corporation serving as, and being listed on
letterhead as, "of counsel" to a law partnership or another
professional corporation.

The appropriate and controlling Disciplinary Rule related to your
inquiry is DR 2-102(A), which states that a lawyer or law firm
may use or participate in the use of a letterhead or similar
professional notice or device unless it includes a statement or
claim that is false, fraudulent, misleading, or deceptive.

The committee has earlier opined that the term "of counsel"
contemplates that the lawyer either practices in the office of
the lawyer or law firm to which he is "of counsel" or enjoys a
relationship that has led to a continuing close association such
that he is in regular and frequent contact with the firm and its
clients.  See LEO #l293.

The committee is of the view that the attorney's formation of a
professional corporation would not per se affect the relationship
between that professional corporation and a partnership or
another professional corporation.  Thus, the committee is of the
opinion that, provided that the requisite close, regular,
personal relationship exists between two firms, one firm may be
of counsel to another firm.  See ABA Committee on Ethics and
Professional Responsibility Formal Opinion 90-357 (decided May
10, 1990)(no reason that a firm should not be of counsel to
another firm); see also Nassau County Bar Association Legal
Ethics Opinion #81-7 (4/29/81), ABA/BNA Law. Man. on Prof.
Conduct, 801:6203; Massachusetts Bar Association Legal Ethics
Opinion #82-10 (11/18/82), ABA/BNA Law. Man. on Prof. Conduct,
801:4606.  To the extent that this conclusion is in conflict with
that portion of LEO #l293 which determined that it was improper
for one law firm to serve as of counsel to another law firm, that
opinion is overruled only as to that conclusion.

As to whether the professional corporation may be listed as of
counsel to the other entities, the committee finds no
improprieties on the first two hypothetical letterheads on which
the attorney's professional corporation is shown as "of counsel"
to either a partnership or another professional corporation.  As
to the third hypothetical letterhead, on which the parenthetical
statement "including a professional corporation" appears below
the name of the partnership, the committee is of the opinion
that, if such phrase is meant to refer to the attorney's
professional corporation, it would be misleading under DR
2-l02(A) since, under the facts you provide, the attorney's
professional corporation will be acting as "of counsel" to the
partnership, a relationship which is not synonymous with partner
status.  

Committee Opinion
June 23, 1992