DOJ Opinion No. 114, s. 1983

DOJ OPINION NO. 114 , s. 1983 July 18, 1983 Barclays Bank International Limited Chicago Branch 200 West Madison Chicago, Illinois 60690 United States of America 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 loans to the Borrower in an aggregate principal amount not to exceed US$2,647,357 (the "Loans"). evidenced by promissory notes substantially in the form provided for in the Agreement (the "Notes"). This opinion is issued accordance with the requirements of Section 3(g) (i) of the Agreement. prcd 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 opinion hereinafter expressed including without limitation, the documents listed in Schedule I 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 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 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 Notes, to execute and deliver the Agreement and the Notes, and to perform and 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 Notes by the Borrower or by the performance or observance by the Borrower or 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 of the Borrower provided for in the Agreement and the Notes, (b) to execute and deliver the Agreement and the Notes, (c) to perform and observe the terms and provisions of the Agreement and the Notes 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. LexLib 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 or the Agreement or the Notes, except that in case of a suit to enforce the Agreement or the Notes certain court fees and the costs as prescribed by law will be payable. 5. Each of the Agreement and the Notes 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 obligations incurred and to be incurred by the Borrower under the Agreement and the Notes 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 the 10% on payments of interest on the Loans or Notes, 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 Notes or by virtue of the execution or delivery of the Agreement or the Notes. There is no provision of law, decree or administrative regulation which prohibits the payment by the Borrower or 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 Notes. 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 Notes. 8. The execution and delivery by the Borrower and the performance of the Agreement and the Notes by the Borrower are subject to civil and commercial law, and the irrevocable waiver by the borrower contained in Section 8.15 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 Notes is irrevocably binding on the Borrower. LexLib 9. Under the laws of the Republic, the choice of the law or the State of New York as the governing law for the Agreement and the Notes is value 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 such courts. After service of process in the manner specified in the Agreement any judgment in personam obtained in any of such court 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, (d) clear mistake or law of fact. Very truly yours, (SGD.) JESUS N. BORROMEO Deputy Minister of Justice Schedule 1 1. Full Powers document issued by the President of the Philippines on January 19, 1983 empowering Director Jesus Singson to sign the Agreement on behalf of the Borrower. 2. Resolution No. 17, Series of 1983 of the National Economic and Development Authority approving the loan covered by the Agreement. 3. Certification of the Acting National Treasurer, dated June 27, 1983 that the loan covered by the Agreement does not exceed the ceiling prescribed in Section 2 of R.A. No. 4860, as amended. 4. Letter of the Central Bank, dated June 15, 1983 extending "final approval to and authoriz[ing] the registration of" the loan covered by the Agreement.