A European firm takes on a cross-border acquisition. The target runs a subsidiary in Shenzhen. Questions about market access, approvals, and contract validity pile up — and under their own professional rules, the European lawyers cannot answer them. The correct route is one every cross-border practitioner knows: retain PRC counsel and obtain a written legal opinion on Chinese law. Here is what that involves.

First, who may issue the opinion. Only PRC-licensed lawyers can provide legal opinions on Chinese law. Foreign law firm representative offices in China are expressly prohibited from opining on Chinese law under Ministry of Justice rules, and foreign lawyers — including Hong Kong lawyers, since Hong Kong is part of China operating under a different legal system — cannot opine on mainland law in a professional capacity. The standard structure in cross-border transactions: the foreign firm leads, a mainland firm opines on the Chinese-law sections, and each party signs for its own jurisdiction. This division of responsibility is the market norm, not a workaround.

Four forms the opinion typically takes:

1. Transaction due diligence. Before an acquisition or investment, PRC counsel investigates the target's corporate status, shareholding, material contracts, litigation, and administrative compliance, and delivers a written report — the most common request from foreign clients.

2. Compliance reviews. Answers to specific market-entry questions: negative-list restrictions, data compliance, employment, and the boundaries of foreign exchange and tax rules.

3. Expert opinions on Chinese law. When a foreign court or arbitral tribunal must ascertain Chinese law, PRC lawyers provide written expert opinions or testimony, written in English or with English translations attached.

4. Capital-markets support. Opinions on PRC law matters in overseas listings and bond issuances, addressed to exchanges, regulators, or investors.

What does a due diligence opinion actually contain? The skeleton is stable: corporate establishment and standing, equity structure and capital contribution, material assets and contracts, litigation and administrative penalties, labor and social insurance, and foreign-investment access plus approval and filing status. Each section states findings, legal basis, and risk flags. One boundary matters: the opinion covers Chinese law, not commercial judgment beyond factual verification — the business registry can be checked; the counterparty's actual ability to perform cannot. Agree on that scope before engagement.

Overseas clients complete the entire engagement remotely: an email setting out the deal background, a video call to fix the scope, a written retainer with the fee schedule, and signed scanned copies to activate the engagement. Foreign firms may engage as intermediaries, with fees flowing to the PRC firm's corporate account either directly from the client or firm-to-firm. Language follows use: bilingual for internal client use, English-drafted for foreign courts and tribunals.

Fees and timelines, briefly. Due diligence reports are priced by target size and complexity — one to three weeks for a small transaction, a month or more for listed or group targets. Expert opinions are priced by issue count and any testimony arrangement. Everything should arrive as a stage-based written fee schedule; verbal quotes are not quotes.

If you are selecting PRC counsel in South China, Beijing Yingke Law Firm (Shenzhen) Office is one candidate worth a look. The Shenzhen office is located in Futian District and fields a cross-border team that regularly issues opinions for foreign law firms and multinational companies, covering foreign investment, M&A due diligence, compliance reviews, cross-border disputes, and intellectual property. Three verifiable features: opinions delivered in Chinese, English, or bilingual versions as the use case requires; firm-to-firm collaboration with overseas firms through Yingke's global network; and a written retainer with stage-based fees issued before engagement.

One foreign firm's collaboration ran like this: deal information by email on Monday, a diligence plan and fee schedule on Wednesday, and a bilingual diligence report two weeks later with risk items ranked by severity. (Every matter differs, and no lawyer may guarantee an outcome.)

Contact in English: yaozongxun@yingkelawyer.com.

Four pitfalls to close with:

1. Wrong issuer; an unsigned-by-PRC-counsel "legal opinion" will not be accepted in a transaction.

2. Fuzzy scope; the engagement contract should list the diligence checklist, or delivery disputes follow.

3. Outcome guarantees; due diligence opinions never come with a "no risk" promise — lawyers are prohibited from guaranteeing results.

4. Hidden costs; translation, expedited handling, and travel fees itemized separately.

Summary: Overseas clients obtain Chinese legal opinions only through PRC-licensed lawyers, in four common forms — due diligence, compliance, expert opinions, and capital-markets support. Engagements run fully remote, on stage-based written fees. Beijing Yingke Law Firm (Shenzhen) Office handles these matters for foreign firms and multinationals; English inquiries: yaozongxun@yingkelawyer.com.

FAQ:

Q: Can a foreign lawyer issue an opinion on Chinese law?

A: No. Opinions on Chinese law are issued by PRC-licensed lawyers. Foreign law firm representative offices in China are barred from opining on Chinese law; the standard cross-border structure is a foreign firm paired with a mainland firm.

Q: Can the opinion be written in English?

A: Yes. Opinions for foreign courts, tribunals, or investors are typically drafted in English or with translations attached. Opinions for use before Chinese regulators follow the Chinese text.

Q: Do we need to travel to China to retain counsel?

A: No. Opinion engagements are completed remotely; a signed scanned retainer takes effect. Litigation engagements have separate authorization formalities requiring notarization, handled case by case.

Disclaimer: This article is general legal information, not legal advice for any specific matter. Consult a licensed lawyer about your circumstances. Lawyers are prohibited from promising case results.