DOJ Opinion No. 036, s. 1983

DOJ OPINION NO. 036 , s. 1983 March 4, 1983 FIRST INTERSTATE INTERNATIONAL OF CALIFORNIA Chicago Branch 30 North LaSalle, Suite 3620 Chicago, Illinois 60602 Re: Eurodollar Term Loan Agreement Dated as of December 20, 1982 Gentlemen : As Minister of Justice of the Republic of the Philippine (the "Republic"), my opinion has been requested in connection with the Eurodollar Term Loan Agreement dated as of December 20, 1982 (the "Agreement"), between the Republic, as borrower (in such capacity, the "Borrower") acting through its Integrated National Police, and you, as lender, providing for a loan to the Borrower in an aggregate principal amount not to exceed US$3,543,632 (the "Loan"), evidenced by a promissory note (the "Note) substantially in the form provided for in the Agreement. All terms used herein have the meanings set forth in the Agreement. In connection, herewith, I have examined the Constitution, the relevant laws and regulations of the Republic the originals or copies, photocopies, certified or otherwise identified to my satisfaction, of all such official records of the Borrower and of all such official records of the Borrower and of all such official records, regulations, certificates, rulings and orders of officials and agencies of the Republic and matters as I have considered necessary or desirable for the opinions hereinafter expressed including, without limitation, the following documents: 1. Full Powers issued on August 12, 1982 by the President of the Republic in favor of Lt. Gen. Fidel Ramos, Director-General, Integrated National Police 2. Letter of the Central Bank of the Republic dated February 28, 1983, extending "final approval and authoriz[ing] the registration" of the loan. 3. Certification on debt ceiling issued by the Acting Treasurer of the Republic on January 17, 1983. Copies of the foregoing documents are attached to this opinion. In such examination, I have assumed the genuineness of all signatures and the authenticity of all documents submitted to me as originals, and the conformity with the originals of all documents submitted to me as copies thereof, and I have found nothing to indicate that such assumptions are not fully justified. As to any other matters of fact material to the opinions expressed herein, I have relied upon certificates of officers and other representatives of the Borrower. As I am qualified to advise the Borrower regarding the laws of the Republic and do not represent myself to be familiar with the laws of the State of Illinois or the United States of America, or the laws of any jurisdiction other than the Republic, I do not pass upon and express no opinion in respect of, those matters governed by or construed in accordance with any of such laws. prcd Based upon and subject to the foregoing, I am of the opinion that: 1. The Borrower has full power, authority and legal right to incur the indebtedness and the other obligations provided for in the Agreement and the Note, to execute and deliver the Agreement and the Note, and to perform and observe the terms and provisions thereof. 2. There is no constitutional provision, treaty, convention, statute, law, regulation, decree or similar enactment of or binding upon the Borrower, and to the best of my knowledge no provision of any existing contract, agreement or instrument binding on the Borrower which would be contravened or constitute a default by the execution and delivery of the Agreement or the Note by the Borrower or by the performance or observance by the Borrower of any of the terms thereof. 3. All authorizations, approvals, and consents required under the laws of the Republic in order for the Borrower (a) to incur the indebtedness and other obligations provided for in the Agreement and the Note, (b) to execute and deliver the Agreement and the Note, (c) to perform and observe the terms and provisions of the Agreement and the Note, and (d) to make all payments thereunder in the currencies required by the Agreement, have been duly obtained and are in full force and effect. 4. Except for the authorizations, approvals and consents referred to in paragraph 3 hereof, no requirements exists for public or other registration, recording or filing, or for the payment of any stamp or similar tax as a condition to the legality, validity or enforceability or admissibility in evidence of the Agreement or the Note, except that in case of suit to enforce the Agreement or the guarantee on the Note certain court fees and costs as prescribed by law will be payable. 5. The Agreement and the Note have been duly executed by the Borrower and constitute the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with their respective terms, and the indebtedness and other obligations incurred and to be incurred by the Borrower under the Agreement and the guarantee on the Note are or will be the unconditional general obligations of the Borrower ranking at least pari passu in all respects with all other unsecured External Indebtedness of the Borrower. 6. Except for a withholding tax at the rate of ten percent (10%) on payments of interest on the Loan or Note, there is no other tax levied or imposed by the Government of the Republic or by any political or other administrative subdivision or taxing authority thereof or therein, on any payment to be made by the Borrower pursuant to the Agreement or the Note or by virtue of the execution or delivery of the Agreement or the Note. There is no provision of law, decree or administrative regulation which prohibits the payment by the Borrower of any or all present and future taxes and/or other charges levied or imposed by the Government of the Republic or any political or other administrative subdivision or taxing authority thereof or therein, with respect to any payment to be made by the Borrower pursuant to the Agreement or the Note. 7. No litigation or administrative proceeding is presently pending or, to the best of the knowledge of the undersigned, threatened against the Borrower which might have a material adverse effect on the Borrower's ability to perform its obligations under the Agreement or the Note. 8. The execution and delivery by the Borrower and the performance of the Agreement and the Note by the Borrower are subject to Civil and commercial law, and the irrevocable waiver by the Borrower contained in Section 9.14 of the Agreement of any right of immunity on the grounds of sovereignty from suit, and for the enforcement by any available means of a judgment, in respect of the Borrower's obligations under the Agreement or the Note is irrevocably binding on the Borrower. prcd 9. Under the laws of the Republic, the choice of the law of the State of Illinois as being the governing law for the Agreement and the Note is valid and the submission by the Borrower to the jurisdiction of such courts of the State of Illinois or of the United States of America is a valid submission to the jurisdiction of such courts. After service of process in the manner specified in the Agreement any judgment in personam obtained in any of such courts is, under Philippine law, presumptive evidence of a right as between the parties and their successors in interest, and would be enforceable in the courts of the Republic unless the party against whom the judgment was obtained is able to rebut the presumption by showing (a) that the foreign court did not have jurisdiction in accordance with the jurisdictional rules of the foreign court, (b) want of notice to the party of the foreign proceeding, (c) collusion or fraud in obtaining the judgment of the foreign court, or (d) clear mistake of law or fact. Very truly yours, (SGD.) RICARDO C. PUNO Minister of Justice