Ohio Board Advisory Opinion Op 90-013

The Supreme Court of Ohio
BOARD OF COMMISSIONERS ON GRIEVANCES AND DISCIPLINE
41 SOUTH HIGH STREET-SUITE 3370, COLUMBUS, OH 43215-6105
(614) 644-5800 FAX: (614) 644-5804
OFFICE OF SECRETARY
OPINION 90-13
Issued August 17, 1990
[CPR Opinion-provides advice under the Ohio Code of Professional Responsibility which is superseded by the Ohio
Rules of Professional Conduct, eff. 2/1/2007.]
[Not current-subsequent rule amendments to DR 1-102(A)(4), eff. Dec. 1, 1995, expressing rule in gender neutral
language.]
SYLLABUS: Under DR 2-102 (A) (4), a lawyer who devotes a substantial amount of professional
time to a client may appear on the client's letterhead and be designated as "general counsel" or
similar professional reference. The same lawyer may also sign correspondence using a client's
letterhead, with or without being listed on the letterhead provided there is a clear designation of the
lawyer's professional status.
OPINION: We have before us your request for an advisory opinion on whether you may sign
correspondence on a client's stationery followed by the designation "special counsel" or "of counsel"
without being listed at the top of the letterhead. Your letter indicates you devote a substantial
amount of professional time to the client and that the client has recently hired a full-time, in-house
general counsel.
Disciplinary Rule 2-102 (A) (4) contains the following provision: [a] lawyer or law firm may be
designated as 'General Counsel' or by similar professional reference on stationery of a client if he or
the firm devotes a substantial amount of professional time in the representation of that client." We
believe that a lawyer is permitted to sign correspondence relating to the business of the client using
the client's letterhead with or without being listed on the letterhead. As a matter of ethics, a lawyer
may be identified with a client only if his or her professional status is clearly indicated. Thus,
whether or not he or she is listed on the letterhead, the lawyer may use the client's letterhead only if
he or she meets the criteria of DR 2-102 (A) (4).
When indicating professional status a lawyer must scrupulously avoid any misleading titles. Use of
the term "of counsel" has traditionally been used by law firms to indicate the status of a lawyer who
is neither a partner nor an associate. See, Code of Professional Responsibility, DR 2-102 (A) (4);
Board of Commissioners Op. 88-23 (1988). Therefore, "of counsel" is inappropriate when
referring to yourself on a client's

Op. 90-13 2
letterhead but is an appropriate designation on a law firm's letterhead. The lawyer's status, as
designated on a client's letterhead, must clearly indicate the lawyer's position as counsel for the
client.
The ABA has held that a lawyer could be designated as counsel on a client's letterhead only when
the lawyer performs substantial and continuing legal services in the client's behalf and provided that
(1) counsel did not suggest or encourage such listing; (2) the listing was clearly and primarily in the
interest of the client; and (3) the client did not exploit the listing of his or her counsel for business
or competitive purposes. ABA Committee on Ethics and Professional Responsibility Informal Op.
1231 (1972). In our view, these three criteria apply to the lawyer who wishes to sign
correspondence on a client's letterhead.
In conclusion it is our opinion and you are so advised that a lawyer may ethically sign
correspondence using a client's letterhead when his or her professional status is clearly indicated
and when he or she meets the criteria for being listed on the letterhead under DR 2-102 (A) (4).
This is an informal, non-binding advisory opinion based upon the facts presented and limited
to questions arising under the Code of Professional Responsibility.