The designation "Of Counsel" historically has been used in connection with a wide variety of arrangements between attorneys and law firms. Most commonly, it was used for those attorneys partially or fully retired from the practice of law. Today, however, it is applied in many different contexts and can no longer be assigned a single meaning. Of Counsel, Fifth Edition, adds a measure of definition and precision to the understanding of "Of Counsel" relationships. It reflects changes to the Model Rules of Professional Conduct adopted since the Fourth Edition (2013), as well as changes and additions aimed at providing those considering an "Of Counsel" relationship with all of the tools necessary to successfully navigate the process. These include: - new forms and checklists, including Term Sheets for use in negotiating specific "Of Counsel" arrangements; - a Conflicts of Interest and Risk Management Questionnaire; and - Top Ten Tips for Staying Out of Trouble in an "Of Counsel" Arrangement. Finally, this edition has been reorganized so that each chapter is a selfcontainedmodule on the subjects covered, including copies of applicable rules and opinions, for increased ease of reference by the practitioner.