DOJ Opinion No. 078, s. 1989

DOJ OPINION NO. 078 , s. 1989 April 12, 1989 AMENDING OPINION No. 176, s. 1988 To: THE EXPORT-IMPORT BANK OF JAPAN 4-1, Ohtemachi 1-chome Chiyoda-ku, Tokyo 100, Japan Gentlemen : I am the Secretary of Justice of the Republic of the Philippines and such have advised upon the Guarantees dated July 17, 1988 (the "Guarantees") extended by the Republic of the Philippines (the "Guarantor") to the Export-Import Bank of Japan (the "EXIMBANK") of all the obligations of the National Power Corporation (the "Principal") under the Rescheduling Agreements for NPC No. 2 (Batangas) and No. 3 (Mak-ban 5 and 6), both dated July 17, 1986 between (1) The Export-Import Bank of Japan (the "EXIMBANK") and the Japanese participating banks and (2) the Principal. This amended legal opinion is furnished to the EXIMBANK pursuant to Section (2) of Article XII of the Agreements, and at the request of the Principal. After examining all relevant documents, including executed copies of the Rescheduling Agreements and the Guarantees; and making all inquiries which I consider necessary or desirable for the opinion hereafter expressed and having regard to the laws and regulations of the Republic of the Philippines which I consider relevant, I am of the opinion that: (a) the Guarantor has full power and authority to issue and perform the Guarantees. (b) all authorizations and procedures necessary for the issuance of the Guarantees have been effected, completed and/or obtained. (c) the Guarantees have been duly executed and delivered by the duly authorized representative of the Guarantor. (d) the Guarantees constitute valid and binding obligations of the Guarantor enforceable against the Guarantor in accordance with the terms and conditions thereof. (e) there is no constitutional provision, treaty, statute, regulation, decree or similar authority or other legal or contractual obligation relating to external indebtedness binding on the Guarantor which would be violated by the issuance of the Guarantees or the performance or observance of any of the terms thereof. (f) all payments to be made by the Guarantor shall be made unconditionally and in full and without set-off or counterclaim and free and clear of and without deduction for or on account of any present or future taxes, deductions or withholdings of any nature whatsoever. prcd Very truly yours, (SGD.) SEDFREY A. ORDOEZ Secretary of Justice