Legal Counsel, Lending, Capital Structuring, & Housing Compliance

Position Overview

The in-house Legal Counsel, Lending, Capital Structuring & Housing Compliance will provide strategic and transactional legal support for ROC USA’s CDFI operations, with a primary focus on capital structuring, community acquisition and refinance lending, compliance, and risk mitigation related to resident ownership of manufactured home communities. This role will report to the Deputy Director, ROC USA Capital.

Transactional Legal Support for CDFI Lending

• Draft, review, and negotiate legal documents for CDFI-financed predevelopment, acquisition and refinance loans, including:
• Promissory notes, security instruments, loan agreements, and intercreditor agreements.
• Guarantees, subordination agreements, purchase and sale agreements and legal opinions when applicable.
• Conduct and oversee legal due diligence on each transaction, including borrower authority, entity formation, title and survey review, and real estate documentation.
• Lead the loan closing process, which will include coordination and management of ROC USA Capital staff, borrowers, TA providers, title companies, escrow agents, and external counsel (when needed) to ensure accurate, timely, and legally compliant closings.
• Provide legal support for post-closing matters, including loan modifications, consents, defaults, and enforcement actions in coordination with asset management.

Capital Structuring

• Provide legal support for complex capital stacks involving 2–5+ funding sources, ensuring alignment of terms, security interests, and post-closing compliance feasibility.
• Draft and negotiate loan participation agreements for individual transactions and pooled capital vehicles, including prospective state or national First Mortgage Acquisition Pools.
• Advise on legal structuring of capital sources, including subordinate debt, mission-driven capital, state/local gap financing, and private lenders. This could include negotiating balance sheet debt, warehouse lines of credit and balance sheet grant agreements with investors.
• Support the design of new financial instruments and partnerships that expand access to capital for resident-owned communities.

CDFI and Internal Compliance

• Ensure lending practices comply with CDFI Fund requirements, including eligible borrower criteria, target market documentation, and reporting standards.
• Support internal compliance with credit policies, nonprofit corporate governance standards, and conflict-of-interest protocols.
• Collaborate with ROC USA’s finance and operations teams to maintain standardized legal documentation, process checklists, and compliance workflows, contracts management, retaining and managing local counsel (including reviewing billing).
• Assist in preparing for external audits, investor due diligence, and certification or re-certification processes with the CDFI Fund or other financial partners.

Affordable Housing and Regulatory Compliance

• Advise on compliance with federal, state, and local affordable housing laws and funding program requirements, such as HOME, CDBG, and state housing trust funds.
• Review and interpret regulatory agreements, land use covenants, and affordability restrictions related to public or philanthropic financing.
• Monitor changes in housing-related laws and regulations and advise on their impact to ROC USA, its affiliates, and resident-owned communities.
• Provide legal guidance on issues specific to cooperative housing law, tenant protections, manufactured housing regulation, and resident ownership governance when needed.

In the future, we hope that Legal Counsel will grow into providing additional support on organizational and corporate structuring and governance, such as amending ROC USA’s Operating Agreement from time-to-time or advising on the establishment of new subsidiaries. Additionally, with time developing expertise in resident-owned cooperatives, Legal Counsel may be tapped to set up new state legal documents (or work with local counsel) for resident-owned community templates.

Required Qualifications

• Juris Doctor (J.D.) from an accredited law school; active bar membership in good standing.
• Minimum 7 years of experience practicing law with a focus on affordable housing real estate transactions or CDFI financing.
• Demonstrated knowledge of affordable housing finance tools (e.g., CDFIs, HUD programs, state/local housing programs).
• Experience closing real estate transactions, loan funds, or participation involving nonprofit organizations, public-private partnerships, or cooperatives.
• Excellent communication, drafting, negotiation, and problem-solving skills with a keen eye for detail and ability to translate legalize to low-income customers.

Preferred Qualifications

• Spanish fluency
• Familiar with commercial real estate transactions, specifically manufactured home communities would be preferred.

Preferred Skills and Competencies

• Experience working in or with mission-driven developers, CDFIs, or housing nonprofits.
• Familiarity with cooperative housing models or manufactured housing law.
• Strong interest in advancing economic inclusion and housing justice.
• Ability to work collaboratively across teams and manage multiple projects in a fast-paced, mission-driven environment.
• Solutions-oriented and self-motivated with capability to work with minimal supervision, manage tight deadlines, and handle flexible schedules.
• Must excel at adapting to change, managing ambiguity, and delivering results under uncertain conditions.

ROC USA is an Equal Opportunity Employer. We celebrate diversity and are committed to creating an inclusive environment for all employees. All qualified applicants will receive consideration for employment without regard to race, color, religion, sex, gender identity or expression, sexual orientation, national origin, disability, age, veteran status, or any other legally protected status.

Benefits include a comprehensive Health Plan (medical, dental, and vision), a Flexible Spending Account, a Health Care Support Program, and additional benefits.