DOJ Opinion No. 191, s. 1981

DOJ OPINION NO. 191 , s. 1981 December, 1981 The Bank of Tokyo, Ltd. The Industrial Bank Of Japan, Limited The Mitsui Bank, Limited The Dai-Ichi Kangyo Bank, Limited The Fuji Bank, Limited The Long-Term Credit Bank of Japan, Limited c/o The Bank of Tokyo, Ltd. 6-3, Nihombashi, Hongokucho 1-chome Chuo-ku, Tokyo, Japan Republic of the Philippines Japanese Yen Bonds of 1981 Series No . 4 Gentlemen: As the Minister of Justice of the Republic of the Philippines, I am giving this opinion pursuant to Article 6, paragraph (3) of the Agreement with commissioned Companies (the "Agreement with Commissioned Companies") dated December 10, 1981 by and between the Republic of the Philippines (the "Philippines"), the Central bank of the Philippines as statutory fiscal agent of the Philippines (the "Central Bank") and The Bank of Tokyo, Ltd., The Industrial Bank of Japan, Limited, The Mitsui Bank, Limited, The Dai-Ichi Kangyo Bank, Limited, the Fuji Bank, Limited and The Long-term Credit Bank of Japan, Limited (the "Commissioned Companies") relating to the issue of the Republic of the Philippines Japanese Yen Bonds of 1981 series No. 1 in the aggregate principal amount of Fifteen Billion Yen (15,000,000) in the currency of Japan (herein after referred to as the "Bonds"). For the purpose of giving this opinion, I have relied on the following documents: (a) The certified English translation of The Securities Registration Statement as amended (the "Securities Registration Statement") filed with the Japanese Minister of Finance in relation to the issue of the Bonds; (b) The certified English translations of the preliminary Prospectus and the final Prospectus that have been issued in relation to the bonds; (c) The English versions of the following agreements; (i) The Agreement with commissioned Companies with the English Translation of the form of the Bond certificates, including the Conditions of Bonds to be endorsed thereon (the "Conditions of Bonds"), and interest coupons appertaining thereto, attached to such Agreement as Annexes; LexLib (ii) The Underwriting Agreement (the "Underwriting Agreement"), dated December 10, 1981 entered into by and between the Philippines, the Central Bank and the Nikko Securities Co., Ltd., Daiwa Securities Co., Ltd. and Yamaichi Securities Company, Limited; (iii) The Paying Agents Agreement (the "Paying Agents Agreement") dated December 10, 1981 entered into by and between the Central Bank and The Bank of Tokyo, Ltd., and (iv) The Recording Agency Agreement (the "Recording Agency Agreement") dated December 10, 1981 entered into by and between the Central Bank and The Bank of Tokyo, Ltd. (d) I have further examined such documents and instruments as I have deemed necessary to render this opinion, including the following: (i) Republic Act No. 245, as amended by Presidential Decree No. 142 dated March 2, 1973; (ii) Republic Act No. 265, as amended, establishing the Central Bank (The Charter of the Central Bank); (iii) Power of Attorney dated October 30, 1981 of the President of the Philippines to the Minister of Finance of the Philippines; (iv) Resolution of the Monetary Board of the Central Bank dated November 27, 1981 approving the form, terms and provisions of the issue, public offering and sale of the Bonds and the various agreements related thereto; (v) Approval by the Philippines dated November 18, 1981, of the form, terms and provisions of the issue, public offering and sale of the Bonds; and (vi) A certificate of the Treasurer of the Philippines dated December 2, 1981, with respect to secured obligations of the Philippines for money borrowed. LexLib The texts of relevant provisions of the laws of the Philippines under which the issue of the Bonds is authorized as well as copies of the legal instruments above mentioned are attached hereto. (Annexes "A", "B", "C" , "D" , "E") On the basis of such examination, I am of the opinion that: (i) Neither the authorization for the issue of the Bonds, the issue of the Bonds, the issue of the Bond certificates (including interest coupons), the performance of the Philippines obligations in accordance with the Conditions of Bonds, nor the execution and performance of the Agreement with Commissioned Companies and the Underwriting Agreement by the Philippines is or will be inconsistent with any provision of the Constitution of the Philippines, any laws of the Philippines or any treaties, conventions, international agreements and agreements to which the Philippines is a party. (ii) The Philippines is duly authorized under its laws to enter into the Agreement with Commissioned Companies and the Underwriting Agreement, and these agreements were executed by a lawful and duly authorized representative of the Philippines and, assuming their legality under the laws of Japan, are valid and legally binding agreements of the Philippines in accordance with their respective terms on the date of these agreements and on the date hereof, (iii) The issue of the Bonds has been duly authorized under the laws of the Philippines. (iv) When the entire amount of the issue price of the Bonds has been paid in full in the manner described in Article 3, paragraph (2) of the Agreement with Commissioned Companies: (a) The bonds will, assuming their legality under the laws of Japan, be valid and binding upon the Philippines as unconditional obligations; (b) the Bond certificates, when bearing the facsimile signatures of the Minister of Finance of the Philippines and the Governor of the Central Bank, and the facsimile signature and seal of a representative director of each of the Commissioned Companies, and interest coupons, when bearing the facsimile signatures of the Minister of Finance of the Philippines and the Governor of the Central Bank, will be valid assuming their legality under the laws of Japan; and (c) the obligations of the Philippines relating to the Bonds shall rank pari passu with all of its other unsecured indebtedness for money borrowed irrespective of the date of creation of the obligations, the currency of payment or otherwise. (v) The Philippines has no secured external indebtedness: as defined in Condition 24 of the Conditions of Bonds except for those secured by (1) any mortgage, pledge, lien or other security created on property, at the time of purchase thereof, solely as security for the payment of the purchase price of such property, or (2) any mortgage, pledge, or of other security arising in the ordinary course of banking transactions and securing a debt maturing not more than one year after the date of its creation. LexLib (vi) Any and all approvals, authorizations and/or consents required under the laws of the Philippines for the Philippines to issue the Bonds and to perform its obligations thereunder or to enter into the Agreements with Commissioned Companies and the Underwriting Agreement and to performed its obligations as provided in these agreements have been obtained by Philippines and remain effective as of the date hereof. (vii) The Central Bank, as statutory fiscal agent of the Philippines, has been duly authorized to enter into the Agreement with the Commissioned Companies, the Underwriting Agreement, the Paying Agents Agreement and the Recording Agency and any all approvals, authorizations and/or consents required under the laws of the Philippines for the Central Bank to enter into these agreements and to perform its obligations as a provided in these agreements have been obtained by the Central Bank and remain effective as of the date hereof and these agreements are valid and legally binding on the Central Bank in according with their respective terms as of the date hereof. Very truly yours, (SGD.) RICARDO C. PUNO Minister of Justice