DOJ Opinion No. 189, s. 1981

DOJ OPINION NO. 189 , s. 1981 December 10, 1981 Minister of Finance Republic of the Philippines Dear Sir : This opinion supplements my opinion dated November 11, 1981 (hereinafter referred to as the "Principal Opinion") concerning the offering and sale of the bonds of the Republic of the Philippines (hereinafter referred to as the "Philippines"), known as the Republic of the Philippines Japanese Yen Bonds of 1981 Series No. 4 (hereinafter referred to as the "Bonds"). For the purpose of giving this supplementary opinion, I have examined such documents and instruments as I have deemed necessary, including the following: (a) (i) English translation of the Securities Registration Statement dated November 11, 1981 and filed with the Japanese Minister of Finance in relation to the public offering of the Bonds; (ii) English translation of the Amendatory Statement dated November 25, 1981 and filed with the Japanese Minister of Finance in relation, inter alia , to the incorporation of a list of the underwriters in the Securities Registration Statement as originally filed; and (iii) English translation of the draft Amendatory Statement to be dated the date hereof and to filed with the Japanese Minister of Finance in relation, inter alia , to the incorporation of the final terms of the issue of the Bonds in the Securities Registration Statement as amended. (b) English versions of the following agreements to be attached to the Amendatory Statement referred to in sub-paragraph (a) (iii) of this paragraph: (i) Underwriting Agreement; (ii) Agreement with Commissioned Companies; (iii) Paying Agents Agreement; and (iv) Recording Agency Agreement (c) Approval by the President of the Philippines dated November 18, 1981, of the forms, terms and provisions of the issue, public offering and the sale of the Bonds. (d) Resolution of the Monetary Board of the Central Bank of the Philippines (hereinafter referred to as the "Central Bank"), dated November 27, 1981, approving the forms, terms and provisions of the issue, public offering and sale of the Bonds and the Agreement related thereto and authorizing the signing of the Bonds and such agreements on behalf of the Central Bank. LexLib The copies of the documents referred to in (c) and (d) above are attached hereto. (Annexes "A" and "B") Based upon the foregoing, I issue the following: Legal Opinion In my opinion, the Amendatory Statements and their signing and filing have been duly authorized under the laws of the Philippines. Next, in regard to paragraph (1) of the Principal Opinion: (a) The Underwriting Agreement and the Agreement with the Commissioned Companies have been duly authorized, executed and delivered by the Philippines, as the issuer of the Bonds, and the Central Bank, as statutory fiscal agent of the Philippines; the Paying Agents Agreement and the Recording Agency Agreement have been duly authorized, executed and delivered by the Central Bank, said agreement are valid and binding upon the Philippines in accordance with their respective terms; (b) The issue of the Bonds by the Philippines has been duly and validly authorized in accordance with the authorizing law (as defined in the Principal Opinion); and (c) Assuming their validity under Japanese law, the Bonds, once paid for the issued, will constitute valid and binding obligations of the Philippines in accordance with their terms, such obligations will not in any way be legally affected or impaired by the purpose to which the Philippines shall apply the proceeds from the issue of the Bonds; and the full faith and credit of the Philippines will have been pledged for the due and punctual payment of the bonds and for the performance of the covenants therein contained. Finally, none of the amendments made to the original Securities Registration Statement filed on November 11, 1981 affects any of the conclusions in the Principal Opinion. LexLib I understand that you will furnish signed copies of this supplementary opinion to the Minister of Finance of Japan and that he will be entitled to rely on this opinion. Very truly yours, (SGD.) RICARDO C. PUNO Minister of Justice