Description:

ROC USA Capital
This position is a senior leadership role in ROC USA Capital, a wholly owned subsidiary of ROC USA and a certified CDFI providing acquisition financing and other capital to ROCs nationwide. ROC USA received an A plus Aeris rating in 2025 and three stars for impact performance.

ROC USA operates one of the largest financing platforms dedicated to resident-owned communities. Since 2008, we have provided over $550 million in financing to ROCs, leveraging our balance sheet with loan participations. To broaden our reach, ROC has created a national ($47M) and a Colorado-based ($45M) prospective loan participation pool. Capital comes from foundations, banks, impact investors, pension funds, and government sources.

The 120 ROCs that ROC USA Capital has financed are home to more than 9,500 households — 87% of whom report annual incomes below 80% of area median income and 61% of whom report incomes of 50% or lower of area median income.

Position Overview:
ROC USA Capital is seeking a transaction-focused Legal Counsel to support its community development lending activities. This role is best suited for an attorney who excels at executing real estate lending transactions, managing legal due diligence, and supporting borrower compliance across a growing national portfolio.

The Legal Counsel will serve as a key partner to the lending team, supporting loan closings from diligence through execution, and contributing to the efficient structuring and administration of loan participations with external capital partners.

This is a hands-on role in a lean, mission-driven environment, requiring strong attention to detail, sound judgment, and the ability to manage multiple transactions simultaneously.

Loan Closing & Transaction Execution (Primary Focus)
Draft, review, and negotiate loan documents, including:

Loan agreements, promissory notes, and security instruments
Guarantees, subordination agreements, and intercreditor agreements
Manage legal due diligence, including:
Borrower entity formation, authority, and governance
Title, survey, and real estate documentation
Coordinate all legal aspects of loan closings with:
Internal lending staff
Borrower counsel
Title companies and escrow agents
Ensure transactions are executed efficiently and in alignment with internal policies and investor requirements

Borrower Compliance & Portfolio Legal Support
Support post-closing legal matters, including:

Consents, waivers, and loan modifications
Ongoing borrower compliance with loan agreements
Assist with documentation and legal review related to:
Defaults, restructurings, and enforcement actions
Help ensure consistency and compliance across the loan portfolio
Collaborate with asset management and servicing teams on legal aspects of portfolio oversight

Loan Participation & Capital Execution

ROC USA Capital operates a participation-based lending model in which:
Capital is raised to the balance sheet
Loans are originated to resident-owned cooperatives
Approximately 70% of each loan is sold to participation partners (e.g., banks, CDFIs, impact investors)
ROC USA Capital retains approximately 30% and continues to service and manage the full loan

Within this model, Legal Counsel will:
Draft and negotiate participation-related documentation, including:

Loan participation agreements
Participation purchase and sale agreements
Intercreditor and servicing agreements
Support the execution of participations with existing capital partners by:
Translating loan terms into participation structures
Ensuring alignment between loan documents and participation agreements
Coordinate with internal capital and finance teams to:
Implement participation transactions efficiently post-closing
Ensure compliance with partner requirements and policies
Assist with ongoing administration of participation relationships, including:
Amendments, assignments, and transfers
Documentation updates tied to servicing and reporting requirements
Contribute to the development and refinement of standardized participation templates and processes to support scalable capital deployment

Note: This role supports execution and management of participation relationships and does not involve sourcing or fundraising from capital partners.

Legal Risk Management & Outside Counsel Coordination

Identify and escalate legal risks within transactions and portfolio activities
Support engagement and oversight of outside counsel when needed
Assist in managing scope, timelines, and budgets for external legal providers
Contribute to the development and maintenance of standardized legal templates and documentation

Qualifications:
Required:

J.D. from an accredited law school and active bar membership in good standing
Min of 6–10 years of legal experience in commercial real estate finance, banking, or community development lending
Demonstrated experience supporting real estate lending transactions through closing
Strong working knowledge of:
Loan documentation and secured transactions
Title and survey review
Multi-party deal structures
Ability to manage multiple transactions simultaneously in a fast-paced environment
Strong attention to detail and organizational skills
Comfortable working in a collaborative, mission-driven, and evolving environment

Preferred:

Experience working with CDFIs, housing nonprofits, or mission-driven lenders
Working knowledge of affordable housing finance tools (e.g., HUD programs, state/local housing programs).

What Else You Should Know
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.

ROC USA has established an annual salary range of $150K to $180K for the Senior Legal Counsel position. Compensation also includes a comprehensive benefits package.