DOJ Opinion No. 152, s. 1980

DOJ OPINION NO. 152 , s. 1980 October 24, 1980 SOCIETE GENERALE DE BANQUE, S.A. Montange de Parc 3-1000 Brussels (Belgium) CITIBANK N.A., Brussels Branch Avenue de Tervueren 249-1150 Brussels (Belgium) Gentlemen : As the Minister of Justice of the Republic of the Philippines, I have been consulted in relation to the Credit Agreement (the "CREDIT AGREEMENT") executed on August 19, 1980, between the Republic of the Philippines (the "BORROWER"), on the one hand, and SOCIETE GENERALE DE BANQUE S.A. and CITIBANK N.A., Brussels Branch (the "LENDERS"), on the other hand, whereby the LENDERS agree to grant to the BORROWER a buyer's credit amounting to a maximum of BF 3,510,000,000 (Belgium Francs Three Billion Five Hundred Ten Million) to partially finance the supply of a light railway transit system for Metropolitan Manila. All the terms used herein shall have the same meaning attached to them in the CREDIT AGREEMENT. Having read the terms and conditions of the abovesaid CREDIT AGREEMENT in the light of pertinent provisions of the Constitution and laws of the Republic of the Philippines, I am of the opinion that: 1. The signing of the CREDIT AGREEMENT by the BORROWER has been duly authorized under the laws and regulations of the Republic of the Philippines and does not violate any provision of law or regulation of the Republic of the Philippines; 2. All actions, conditions and formalities required to be made, fulfilled and performed by the BORROWER before the signature of the CREDIT AGREEMENT have been made, fulfilled and performed in strict compliance with all laws and regulations of the Republic of the Philippines; 3. All prior consents and authorizations (including in particular, transfer and fiscal authorizations) required for the payment of principal, interest and miscellaneous charges under the CREDIT AGREEMENT have been obtained and are in compliance with the laws in force in the Republic of the Philippines; 4. No action has been taken or, to my knowledge, is being taken to prevent or forbid the signing or implementation of the CREDIT AGREEMENT or to contest in any way the laws and procedures under which the CREDIT AGREEMENT was signed and is to become effective, and none of said laws and procedures has been abrogated, revoked or abolished, in whole or in part; 5. There is no provision of law or administrative regulation which prohibits the payment by the BORROWER of any taxes or charges whatsoever imposed on the Republic of the Philippines with respect to the signing or implementation of this CREDIT AGREEMENT or to the payments to be made to the LENDERS thereunder; 6. None of the provisions of the CREDIT AGREEMENT nor any of the obligations undertaken by the BORROWER thereunder is contrary to the Constitution or laws and regulations of the Republic of the Philippines; and 7. The signature on behalf of the BORROWER on the CREDIT AGREEMENT and the promissory notes subscribed by the BORROWER under Article 7 of the CREDIT AGREEMENT is duly authorized for these purposes. Very truly yours, (SGD.) RICARDO C. PUNO Minister of Justice