Thomas O. Kelly, III

Thomas O. Kelly, III

Of Counsel



Tom is Of Counsel and former co-chair of Dorsey’s Finance and Restructuring Practice Group. His practice focuses on representing creditors in bankruptcy and out-of-court restructurings and representing providers of mortgage warehouse finance facilities. Prior to his return to law practice in 2008, Tom was the Senior Credit Officer for Default Management for GMAC-RFC’s warehouse lending and correspondent loan purchase businesses. Tom also has extensive experience in all forms of commercial finance, including leveraged acquisitions, asset-based financings, syndicated lending facilities, subordination agreements, purchases and sales of financial assets, and other credit-related transactions.

Education & Admissions

University of Chicago Law School (J.D., 1983), cum laude

Union College (B.A. History, 1980), summa cum laude


  • Minnesota


  • U.S. Court of Appeals for the Third Circuit, Judge Edward R. Becker, 1983-1984


Representative Work

  • Represented SUPERVALU INC. in restructuring $2.5 billion bank credit facilities.
  • Represents Lighthouse Management, as general receiver, in connection with a receivership sale of a biomass power plant in Benson, MN.
  • Represents Portigon AG, f/k/a West LB, in defending a Ponzi scheme claw-back action in the Petters bankruptcy case.
  • Represented U.S. Bank National Association in connection with the collapse of Denny Hecker’s auto dealership network, including Hecker’s personal bankruptcy and the bankruptcy of Advantage Rent-a-Car.
  • Represented U.S. Bank in the successful out-of-court liquidation of Opus Northwest, a major real estate owner and developer.
  • Represented U.S. Bank in the liquidation of various mortgage warehouse and servicing customers in the aftermath of the 2008 financial crisis.
  • Represented U.S. Bank in the bankruptcy of The Dolan Company.
  • Represents various Dorsey corporate clients, including Apogee Enterprises, Inc., Pella Corporation and Christopher and Banks, in connection with bank credit facilities.
  • Represented U.S. Bank, as Agent, in connection with syndicated credit facilities to Polaris Industries, Inc. and McGladrey, LLP.
  • Represents Heartland Financial and its member banks in a variety of credit and regulatory matters, including the acquisition of Freedom Bank as part of the liquidation of River Valley Bancorp.
  • Represented various clients in the settlement of repurchase and indemnity claims made by Fannie Mae.
  • Represents U.S. Bank in connection with numerous mortgage warehouse Master Repurchase Agreements.

News & Resources


A Possible New Bank Crisis—Responding to Bank Capital Directives and Related Enforcement Actions
Potential Issues for Warehouse Providers with Electronic Mortgage Notes
Seventh Circuit Reaffirms Notice Principle of UCC Financing Statements
Revisiting Financing Statement Collateral Descriptions
FASB’s Current Expected Credit Loss Proposal - Capital Recapture Considerations for Loan Documents
Minnesota Amends Trust Instruction Procedure Statute
Supreme Court’s Jesinoski Ruling Provides Clarity on TILA Rescission While Creating Many Questions
Operation Choke Point: Recent Developments
CFPB & Indirect Auto Lending – The Saga Continues
Eighth Circuit Case Raises NBA Preemption Questions
Digest Of The Emergency Economic Stabilization Act

News & Press Mentions

IFLR1000 Ranks 13 Dorsey Lawyers and 13 Practices for 2023
200 Dorsey Lawyers Selected for Inclusion in 2024 Best Lawyers in America, Lawyers of the Year, and Ones to Watch
IFLR1000 Ranks Dorsey Lawyers and Practices for 2022
IFLR1000 Recognizes Dorsey Lawyers in Banking and Finance Practices
IFLR1000 Recognizes Dorsey Lawyers and Practices
IFLR1000 Recognizes Dorsey Lawyers and Practices
IFLR 1000 Recognizes Dorsey Lawyers and Practices
Dorsey Wins 13th Annual M&A Advisor Turnaround Award
IFLR 1000 Recognizes Dorsey Lawyers and Practices
54 Dorsey Lawyers in Minneapolis Selected for Inclusion in The Best Lawyers in America 2019 and 2019 Lawyers of the Year
Dorsey Wins 2016 Turnaround Atlas Award for Judicial Restructuring of the Year
Dorsey Wins 8th Annual International M&A Award
Dorsey Wins 10th Annual M&A Advisor Turnaround Awards
Dorsey Wins 14th Annual M&A Advisor Award for Real Estate Deal of the Year
Dorsey Partner Tom Kelly Elected Chairman of the Board of Directors for the Center of the American Experiment

Select Presentations

  • Panel Chair, "The State of the United States Banking System," 2015 Minnesota Real Estate Journal Real Estate Capital Markets Conference – April 30, 2015
  • "Warehouse Lending from A to Z – Part Two," Mortgage Bankers Association (Webinar) – March 31, 2015
  • "Warehouse Lending from A to Z – Part One," Mortgage Bankers Association (Webinar) – March 24, 2015
  • "Credit Risk Retention: The Brave New World of Securitization" (with Charles Sawyer), Bank Counsel Roundtable Presentation – October 28, 2014
  • "What Every Lawyer Should Know About Bankruptcy," Dorsey U – June 18, 2014
  • "6 Things Every Business Lawyer Should Know About Dodd-Frank," 2014 Business Law Institute – May 5, 2014
  • "What Every Lawyer Should Know About Articles 8 and 9 of the Uniform Commercial Code," Dorsey U - March 4, 2014
  • "Partnership and LLC Issues in Bankruptcy," 2013 Bankruptcy Institute - October 8 & 9, 2013

Industries & Practices

  • Banking & Financial Institutions
  • Bankruptcy & Financial Restructuring
  • Corporate Trust Services
  • Financial Services Regulatory
  • Lending Transactions
  • Mortgage Banking
  • Securitization

Professional & Civic

Professional Achievements

  • Co-Chair, UCC and Commercial Finance Committee of the Business Law Section, Minnesota State Bar Association, 2008-present
  • Board of Director, Turnaround Management Association (TMA) Minnesota Chapter
  • Member, Federalist Society for Law and Public Policy
  • Member, Minnesota State Bar Association

Community Involvement

  • Center of the American Experiment
    • Chairman of the Board of Directors, 2014-present
    • Senior Fellow and Director, 2009-13
  • Candidate, Attorney General of the State of Minnesota, 2002 


  • Listed in Best Lawyers in America©, 2019-2023
  • IFLR1000 Highly Regarded – State, 2018-2021
Thomas O. Kelly, III