DOJ Opinion No. 176, s. 1988

DOJ OPINION NO. 176 , s. 1988 September 2, 1988 To : THE EXPORT-IMPORT BANK OF JAPAN 4-1, Ohtemachi 1-chome Chiyoda-ku, Tokyo 100, Japan Gentlemen : I am the Secretary of Justice of the Republic of the Philippines and as such have advised upon the guarantee dated July 17, 1986 (the Guarantee ) of all the obligations of National Power Corporation (the Principal ) under the Rescheduling Agreement dated July 17, 1986 (the Rescheduling Agreement ) between (1) the Export-Import Bank of Japan (the EXIMBANK ) and the Japanese participating banks and (2) the Principal, given by the Republic of the Philippines (the Guarantor ) to the EXIMBANK. This legal opinion is furnished to the EXIMBANK pursuant to section [2] of Article XII of the Rescheduling Agreement and at the request of the Principal. prcd After examining all relevant documents, including executed copies of the Rescheduling Agreement and the Guarantee, and making all enquiries which I consider necessary or desirable for the opinion hereafter expressed and having regard of the laws and regulations of the Republic of the Philippines which I consider relevant, I am of the opinion that : (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 sand conditions 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. (f) all payments 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. prcd Very truly yours, (SGD.) SEDFREY A. ORDOEZ Secretary of Justice