DOJ Opinion No. 277, s. 1982

DOJ OPINION NO. 277 , s. 1982 December 10, 1982 To the Agent, Managers and Lenders parties to the Agreement referred to below Gentlemen : As the Minister of Justice of the Republic of the Philippines (the "Republic"), my opinion has been requested in connection with the loan agreement dated 29th October, 1982 (the "Agreement") between Light Rail Transit Authority as Borrower, the Republic as Guarantor, the Managers and Lenders named therein and Lloyds Bank International Limited as Agent. Terms defined in the Agreement have the same meaning in this opinion, which is given for the purpose of paragraph 5 (B) of Schedule 1 to the Agreement. For the purpose of giving this opinion, I have examined a signed copy of the Agreement, each of the documents delivered on the part of the Guarantor under paragraphs 2 to 4 of Schedule 1 to the Agreement and such other documents and such laws and directives as I consider necessary. llcd I am of the opinion that: (1) insofar as they relate to the Guarantor the warranties in paragraphs (2) to (6), (9) to (11) and (13) to (18) of Clause 13 (A) of the Agreement are correct in all respects; (2) the Guarantor's payment obligations under the Agreement rank and will at all times rank, and will be payable out of the public revenues and other assets of the Guarantor, at least equally and ratably in all respects with all its other unsecured external indebtedness; (3) no deduction or withholding (whether on account of tax or otherwise) will be required to be made from any payment to be made by the Guarantor under the Agreement; (4) no stamp, registration, documentary or similar tax is or will be payable in respect of the entry into , performance or enforcement of the Agreement or to render it admissible in evidence; (5) the Agreement is in proper legal form for enforcement against the Guarantor in the Republic and the obligations of the Guarantor thereunder constitute the legal, valid and binding obligations of the Guarantor enforceable in accordance with their respective terms: (6) the choice of English law to govern the Agreement is valid and would be recognized and give effect to by the Courts in the Republic; (7) the submission to jurisdiction, appointments of process agents, consents and waiver of immunity by the Guarantor in Clause 25 of the agreement are valid and irrevocable; (8) any judgment obtained against the Guarantor in the Courts in the Republic in respect of any sum payable by it under the Agreement would be expressed in Dollars; (9) any judgment obtained against the Guarantor in any of the foreign courts mentioned in Clause 25 (b) of the Agreement in respect of any sum payable by it under the Agreement would be recognized and enforced by the Courts in the Republic without re-examination of the issues; (10) none of you are or will be deemed to be resident, domiciled, carrying on business or subject to taxation in the Republic by reason only of the entering into, performance and receipt of suns payable under and/or enforcement of the Agreement; LexLib (11) the Central Bank of the Philippines is a separate legal entity created under the Central Bank Charter (Republic Act No. 265, as amended) which is expressly authorized to sue and be sued. My opinion is subject to the following qualifications; (a) I express no opinion with respect to Clause 15 (E) of the Agreement to the extent that it purports to permit a second suit, after recovery of a judgment expressed in a currency other than Dollars, for the collection of any discrepancy between the amount actually received and the amount then due under the Agreement. (b) any judgment in personam obtained in England or New York, is, under the laws of the Republic, presumptive evidence of a right as between the parties and their successors in interest and will be enforceable in the Courts of the Republic unless the party against whom the judgment was obtained in able to rebut the presumption by showing want of jurisdiction, want of notice to that party of the foreign proceedings, collusion, fraud or clear mistake of law or fact. This opinion is limited to the laws applicable in the Republic at the date of the of this opinion. Very truly yours, (SGD.) RICARDO C. PUNO Minister of Justice