DOJ Opinion No. 130, s. 1988

DOJ OPINION NO. 130 , s. 1988 June 28, 1988 Export Development Corporation 151 O'Connor Street Ottawa, Canada Re1987'88 Rescheduling Agreement EDC Agreement No. 890-PHI-3892 Gentlemen: As Secretary of Justice of the Republic of the Philippines (the "Philippines"), I have been asked to give you my opinion in connection with the 1987/88 bilateral debt rescheduling agreement (the "Rescheduling Agreement") dated March 29, 1988 between the Republic of the Philippines (the "Obligor") and Export Development Corporation ("EDC"). I understand that EDC shall rely on this opinion in concluding the Rescheduling Agreement. Expressions defined in the Rescheduling Agreement shall have the same meaning when used in this opinion. For purposes of giving my opinion, I have reviewed original executed copies certified to my satisfaction of the following documents: (a) the Rescheduling Agreement; (b) Presidential Decree No. 1961, as amended; (c) Full Powers of Secretary of Finance Vicente R. Jayme issued by the President of the Philippines on November 26, 1987 and; (d) Letter of the Central Bank of the Philippines dated May 24, 1988 advising of the approved of the terms and conditions of the Rescheduling Agreement. llcd This opinion is limited to matters of law of the Philippines. i express no opinion with respect to the law of any other jurisdiction. Based thereon, I am of the opinion that: 1. The execution and the performance of the terms of the Rescheduling Agreement by the Obligor (i) are within its powers according to law and have been duly authorized by all necessary legislative, executive and other action, and (ii) are neither in violation of any law, statute, regulation, ordinance or decree of the Philippines nor contrary to public policy or public in the Philippines; 2. The Rescheduling Agreement has been duly executed and delivered on behalf of the Obligor and constitutes a direct, legal, valid and binding obligation of the Obligor, enforceable against the Obligor in accordance with its terms; 3. The Secretary of Finance of the Obligor is the individual duly authorized to execute and deliver the Rescheduling Agreement on behalf of the Obligor; 4. All registrations, consents, licenses and approvals of any administrative agency or governmental or other body or person required pursuant to the laws of the Philippines in connection with the execution and delivery by the Obligor of the Rescheduling Agreement, and for the performance by the Obligor of the terms thereof, have been effected or obtained; 5. All payments to be made by the Obligor under the Rescheduling Agreement are exempt from any present taxes of or in the Philippines and the Obligor is not required by law to make any deduction or withholding whatsoever therefrom; 6. The Republic of the Philippines is a member in good standing of the International Monetary Fund; 7. In any proceedings taken in the Philippines for the enforcement of the Rescheduling Agreement, the choice of Ontario Law as the governing law of the Rescheduling Agreement will be recognized by the courts of the Philippines and the provisions of Section 9(b) and 9(c) of the Rescheduling Agreement, including the waiver by the Obligor of any immunity to which it may be entitled now or in the future, in the circumstances set forth in these Sections, is legal, valid, binding and not, in our opinion, objectionable to public policy in the Philippines. However, in the absence of any legislation dealing with waiver of future immunity or any applicable judicial precedent, the validity of such advance waiver cannot be considered free from doubt. Very truly yours, (SGD.) SEDFREY A. ORDOEZ Secretary of Justice