DOJ Opinion No. 104-A, s. 1989

DOJ OPINION NO. 104-A, s. 1989 May 18, 1989 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 (the "Philippines") and as such have advised upon the Letter of Guarantee dated March 22, 1989 (the "Guarantee") given by the Philippines (the "Guarantor") to the Export-Import Bank of Japan (the "EXIMBANK") of all the obligations of National Power Corporation (the "Principal") under the Second Rescheduling Agreement (2nd R/A for NPC No. 3 [Mak-Ban 5 & 6] dated March 22, 1989 between the EXIMBANK and the Japanese participating banks named therein, on one hand, and the Principal, on the other (the "Rescheduling Agreement"). This legal opinion is furnished you pursuant to Section (2) of Article XIII of the Rescheduling Agreement. cdlex After having examined all relevant documents, including executed copies of the Rescheduling Agreement and the Guarantee, and making such inquiries which I consider necessary or advisable for the opinion hereafter expressed and having regard to the pertinent laws and regulations of the Philippines, I am of the opinion that: (a) the Guarantor has full power and authority to issue and perform the Guarantee. (b) all authorizations and procedures necessary for the issuance of the Guarantee have been effected, completed and/or obtained. (c) the Guarantee has been duly executed and delivered by the duly authorized representative of the Guarantor. (d) the Guarantee constitutes a valid and binding obligation 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 Guarantee 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