DOJ Opinion No. 168, s. 1985

DOJ OPINION NO. 168 , s. 1985 December 26, 1985 To : The Export-Import Bank of Japan 4-1, Ohtomachi 1-chome Chiyoda-ku, Tokyo 100, Japan Gentlemen : I am the Minister of Justice of the Republic of the Philippines and as such have advised upon the guarantee dated October 17, 1985 of all the obligations of National Power Corporation (the "Principal") under all of the Contract Loan Agreements to be concluded pursuant to a general agreement dated October 17, 1985 between the EXPORT-IMPORT BANK OF JAPAN (the "EXIMBANK") and the Principal (the "General Agreement") given by the Republic of the Philippines (the "Guarantor") to the EXIMBANK (the "Guarantee"). This legal opinion is furnished to the EXIMBANK pursuant to Section (2) of Article XVII of the General Agreement and at the request of the Principal. After examining all relevant documents, including executed copies of the General Agreement and the Guarantee, and making all injuries which I consider necessary or desirable for the opinion hereafter expressed and having regard to the laws and regulations of the Republic of the Philippines which I consider relevant, I am of the opinion: (a) the Guarantor has full power and authority to issue and perform the Guarantee. (b) all authorizations and procedures necessary for the issuance of the Guarantee have been effected, completed and/or obtained. (c) the Guarantee has been duly executed and delivered by the duly authorized representative of the Guarantor. (d) the Guarantee constitutes a valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with the terms and conditions of thereof. (e) there is no constitutional provision, treaty, statute, regulation, decree or similar authority or other legal or contractual obligation relating to external indebtedness binding on the Guarantor which would be violated by the issuance of the Guarantee or the performance or observance of any of the terms thereof. prcd (f) all payment to be made by the Guarantor shall be made unconditionally and in full and without set-off or counterclaim and free and clear of and without deduction for or on account of any present or future taxes, deductions or withholdings of any nature whatsoever. Very truly yours, (SGD.) ESTELITO P. MENDOZA Minister of Justice