Under Which of the Following Circumstances Would a Disclaimer of Opinion

Under which of the following circumstances would a disclaimer of opinion not be appropriate?

A) The client refuses to allow the auditor to review the minutes of the board of director's meetings.
B) The client refused to provide a signed management representation letter.
C) The auditor is engaged after the year-end and is unable to observe ending physical inventories,which are highly material.
D) The auditor has identified illegal payments to foreign officials made by the client's management.