DOJ Opinion No. 113, s. 1983

DOJ OPINION NO. 113 , s. 1983 July 18, 1983 Barclays Bank International Limited Manila Offshore Branch Ground Floor, National Life Building 6762 Ayala Avenue Makati, Metro Manila PHILIPPINES Attention: The Branch Manager Re: Eurodollar Term Loan Agreement dated as of 15th April, 1983 Gentlemen : As the Deputy Minister of Justice of the Republic of the Philippines (the "Republic"), my opinion has been requested in connection with the Eurodollar Term Loan Agreement dated as of 15th April, 1983 (the "Agreement") by and between the Republic, as borrower (the "Borrower") and you, as lender, providing for a loan to the Borrower in an aggregate principal amount not to exceed US$ 596, 637 (the "Loan"), evidenced by a promissory note substantially in the form provided for in the Agreement (the "Note"). LibLex This opinion is issued in accordance with the requirements of Section 3(g) (i) of the Agreement. All terms used therein 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 other wise identified to my satisfaction, and of all such official records, regulations, certificates, rulings and orders of officials and agencies of the Republic, certificates of officials and other representatives of the Borrower, and of all such other agreements, documents and matters as I have considered necessary or desirable for the opinions hereinafter expressed including, without for the opinions hereinafter expressed including, without limitation, the documents listed is Schedule 1 hereto. 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 face material to the opinions expressed herein, I have relied upon certificates of officers and other representatives of the Borrower. As I am qualified to advice the Borrower regarding the laws of the Republic and do not represent myself to be familiar with the laws of the State of New York 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. 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 observe the terms and provisions thereof. 2. There is no constitutional provision, treaty convention, statute, law, regulation, decree or similar authority of or binding upon the Borrower, and to the best of my knowledge no provision of any existing contract, agreement or instrument relating to the External Indebtedness of the Borrower which would be contravened 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 obligation of the Borrower 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 authorizations, approvals and consents referred to in paragraph 3 hereof, no requirement 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 a suit to enforce the Agreement or the Note certain court fees and costs as prescribed by law will be payable. 5. Each of the Agreement and the Note has been duly executed by the Borrower and constitutes the legal valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, and the indebtedness and other obligation incurred and to be incurred by the borrower under the Agreement and 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. LexLib 6. Except for a withholding tax at the rate of 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 my knowledge, 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 waived by the borrower contained in Section 8.14 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 New York as the governing law for the Agreement and the Note is valid and the submission by the Borrower to the jurisdiction of the courts of the State of New York 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 the laws of the Republic, 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.) JESUS N. BORROMEO Deputy Minister of Justice