DOJ Opinion No. 153, s. 1984

DOJ OPINION NO. 153 , s. 1984 October 19, 1984 Export-Import Bank of the United States 811 Vermont Avenue, N.W. Washington, D.C. 20571 U.S.A. Private Export Funding Corporation 280 Park Avenue New York, New York 10017 U.S.A. USS Engineers and Consultants, Inc. 600 Grant Street Pittsburgh, Pennsylvania 15230 U.S.A. Gentlemen : As the Minister of Justice of the Republic of the Philippines (the "Republic"), I have been asked to give my opinion with respect to the Credit Agreement dated as of September 28, 1984 (the "Agreement") by and among the National Steel Corporations as borrower (the "Borrower"). the Republic as guarantor (in this capacity, the "Guarantor"), USS Engineers and Consultants, Inc., Private Export Funding Corporation, and the Export-Import Bank of the United States (the "Lenders"), pursuant to which the Lenders has established a credit in favor of the Borrower on the terms and conditions set forth therein. Terms defined in the Agreement have the same meaning when used in this opinion. In connection with the preparation of this opinion, I have examined the Agreement, the Notes, the Fee Notes, and such corporate records, certificates, consents, authorizations and other instruments and such statutes and questions of law as I have deemed necessary and appropriate for the purpose of this opinion. Based upon and subject to the foregoing, I act of the opinion that: 1. The Guarantor has full power, authority and legal right and has taken all legal and other action necessary or advisable to authorize it, to execute and deliver the Agreement, issue the Republic Guarantee and perform and observe the terms and conditions of the Agreement and the Republic Guarantee; 2. All authorizations and approvals of the Government of the Republic or of any agency, department or instrumentality thereof, which are necessary or advisable to authorize its execution and delivery of the Agreement, its issuance of the Republic Guarantee and its and the Borrower's performance and observance of their respective terms and conditions have been obtained and are in full force and effect or prior to the first Utilization of the Credits will be in full force and effect; LLphil 3. The Republic Guarantee constitutes the direct, general and unconditional obligations of the Guarantor which is valid, binding and enforceable on the Guarantor in accordance with its terms and conditions and for the performance of which the full faith and credit of the Republic is pledged; 4. No lien, pledge, mortgage, charge or other encumbrance or security interest (each of the foregoing herein called a "lien") exists on or with respect to any assets, revenues or rights to receive income of the Guarantor as security for any External Indebtedness of the Guarantor, other than (a) liens upon the Guarantor's property established at the time of purchase of such property to secure payment of the purchase price of such property, (b) liens arising in the ordinary course of banking transaction and securing a debt maturing not more than one year from the date originally incurred, and (c) liens arising by operation of law; 5. No legal proceedings are pending or, to the best of my knowledge and belief, threatened before any court or governmental agency which might restrain or enjoin or have the effect of restraining or enjoining its performance or observance on the terms and conditions or in any other manner question the validity, binding effect or enforceability of the Agreement or the Republic Guarantee; 6. The documents submitted pursuant to subparagraph 3, 4 and 5 of Article V(A) of the Agreement are consistent with the foregoing representations; 7. No further action (including filing, recording, acknowledging or paying of any stamp or similar tax) is necessary or advisable in order to make the Agreement, the Notes, the Fee Notes and the Republic Guarantee in the proper legal form under the laws of the Republic for the most expeditious enforcement thereof against the Guarantor available under those laws; 8. The consent to jurisdiction and service of process by the Guarantor set forth in paragraph A of Article X is effective under the Laws of the Republic to confer on the courts specified in that paragraph jurisdiction over the Guarantor and its properties and revenues; LexLib 9. In any action brought under the Agreement, the Notes, the Fee Notes or the Republic Guarantee, the courts in the Republic would recognize the choice-of-law provision set forth in paragraph J of Article XI and apply that law in construing this Agreement, the Notes, the Fee Notes and the Republic Guarantee and all matters relating thereto; and 10. The waiver of sovereign immunity by the Guarantor set forth in paragraph B of Article X is effective and irrevocably binding on the Guarantor. Very truly yours, (SGD.) ESTELITO P. MENDOZA Minister of Justice