Common use of CORPBANCA Clause in Contracts

CORPBANCA. Gentlemen and Ladies: We have acted as special New York counsel to Corpbanca, a Chilean financial institution (“Company”), in connection with the Second Amended and Restated Credit Agreement, dated as of September [•], 2015 (the “Credit Agreement”), among the Company, the lenders from time to time party thereto (the “Lenders”), Standard Chartered Bank, as administrative agent (in such capacity, the “Administrative Agent”), HSBC Securities (USA) Inc., Standard Chartered Bank and Xxxxx Fargo Securities, LLC, as Joint Bookrunners and Mandated Lead Arrangers. This opinion is delivered to you pursuant to Section 3.01(c)(iv) of the Credit Agreement. Please be advised that we act as counsel to the Company only on select matters and do not act as general counsel to the Company or its Affiliates. Capitalized terms used in this opinion letter and not otherwise defined herein shall have the meanings specified in the Credit Agreement. We have examined originals (or copies of executed originals) of the Credit Agreement, the Master Assignment and Assumption Agreement, dated as of [the date hereof] (the “Master Assignment and Assumption Agreement”), by and among the Company, each of the assignors and assignees party thereto, the Continuing Lenders as defined in the Master Assignment and Assumption Agreement and the Administrative Agent and each of the Notes dated as of the date hereof delivered under the Credit Agreement (the “Notes”, and together with the Credit Agreement and the Master Assignment and Assumption Agreement, the “Transaction Documents”), as well as the certificate of an officer of the Company, dated the date hereof. In making such examination and rendering the opinions set forth below, we have assumed the genuineness of all signatures the legal capacity and competence of all individuals, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed, photocopied or electronic copies of such documents. In rendering the opinions set forth below, we have also assumed that (a) each of the parties to the Transaction Documents has duly and validly executed and delivered the Transaction Documents; (b) each of the parties to the Transaction Documents is validly existing and in good standing under the laws of the jurisdiction of its organization or formation; (c) each of the parties to the Transaction Documents has the requisite power and authority and has taken the action necessary to authorize the execution and delivery of the Transaction Documents and to consummate the transactions contemplated thereby; (d) the Transaction Documents constitute the valid and binding obligations of each party thereto (other than the Company as it relates to New York law to the extent set forth herein), enforceable against such party in accordance with their respective terms; and (e) all authorizations, approvals or consents of (including, without limitation, all foreign exchange control approvals), and all filings or registrations with, any governmental or regulatory authority or agency of the Republic of Chile (including, without limitation, the central bank of the Republic of Chile) required for the making and performance by the Company of the Transaction Documents have been obtained or made and are in effect (provided that no such assumption is made with regard to authorizations approvals, consents, filings or registrations to the extent set forth in opinion paragraph 3 below). We assume that (i) there has been no mutual mistake of fact, or misunderstanding or fraud, duress or undue influence in connection with the negotiation, delivery and execution of the Transaction Documents and (ii) there are and have been no agreements or understandings among the parties, written or oral, and there is and has been no usage of trade or course of prior dealing among the parties that would, in either case, vary, supplement, or qualify the terms of the Transaction Documents. Our opinions set forth herein are based on our consideration of only those statutes, rules, regulations and judicial decisions which, in our experience, are normally applicable to transactions of the type contemplated by the Transaction Documents. With respect to certain factual matters material to our opinions, we have relied upon representations and warranties of the Company in the Transaction Documents, and certificates or comparable documents of officers of the Company, public officials and other authorized persons and we have made no independent inquiry into the accuracy of such representations or certificates. Based upon the foregoing and subject to the assumptions and qualifications set forth above and hereinafter, we are of the opinion that:

CORPBANCA. Gentlemen and Ladies: We have acted as special Dealer Manager Agreement New York, New York counsel to September •, 2004 Citigroup Global Markets Inc., as Dealer Manager 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: Corpbanca, a Chilean financial institution sociedad anónima organized under the laws of Chile (the “CompanyBank”), plans to make an offer (together with any amendments, supplements or extensions thereof, the “Exchange Offer”), to exchange one new registered American Depositary Share (each a “Registered ADS” and collectively the “Registered ADSs”), each representing 5,000 shares of common stock of the Bank (the “Common Stock”), for each of its outstanding Rule 144A American Depositary Shares (the “Rule 144A ADSs”), each representing 5,000 shares of Common Stock of the Bank, validly tendered and not withdrawn, on the terms and subject to the conditions set forth in connection with the Second Amended and Restated Credit Agreement, Exchange Offer Prospectus (as defined below) as the same may be amended or supplemented. Certain terms used herein are defined in Section 17 hereof. The Rule 144A ADSs were issued pursuant to the Rule 144A Deposit Agreement dated as of September [•]November 18, 2015 2003 (the “Credit Rule 144A Deposit Agreement”), among the CompanyBank, The Bank of New York, as depositary (the lenders “Rule 144A Depositary”) and holders from time to time party thereto of the Rule 144A American Depositary Receipts (the “LendersRule 144A ADRs”), Standard Chartered Bank, as administrative agent (in such capacity, ) issued thereunder evidencing the “Administrative Agent”), HSBC Securities (USA) Inc., Standard Chartered Bank and Xxxxx Fargo Securities, LLC, as Joint Bookrunners and Mandated Lead ArrangersRule 144A ADSs. This opinion is delivered The Registered ADSs are to you be issued pursuant to Section 3.01(c)(iv) of the Credit Agreement. Please be advised that we act as counsel to the Company only on select matters an amended and do not act as general counsel to the Company or its Affiliates. Capitalized terms used in this opinion letter and not otherwise defined herein shall have the meanings specified in the Credit Agreement. We have examined originals (or copies of executed originals) of the Credit Agreement, the Master Assignment and Assumption Agreement, dated as of [the date hereof] restated deposit agreement (the “Master Assignment and Assumption Registered Deposit Agreement”), by and ) among the CompanyBank, each The Bank of the assignors and assignees party theretoNew York, the Continuing Lenders as defined in the Master Assignment and Assumption Agreement and the Administrative Agent and each of the Notes dated as of the date hereof delivered under the Credit Agreement depositary (the “NotesRegistered ADS Depositary”, ) and together with holders from time to time of the Credit Agreement American Depositary Receipts (the “Registered ADRs”) issued by the Registered ADS Depositary and evidencing the Master Assignment and Assumption AgreementRegistered ADSs. Each Registered ADR may represent any number of Registered ADSs. Unless the context otherwise requires, the term “Transaction Documents”)Securities” shall be deemed to refer to the Common Stock, as well as the certificate of an officer of the Company, dated the date hereof. In making to any Registered ADSs representing such examination and rendering the opinions set forth below, we have assumed the genuineness of all signatures the legal capacity and competence of all individuals, the authenticity of all documents submitted to us as originals securities and the conformity to authentic original documents of all documents submitted to us as certified, conformed, photocopied or electronic copies of Registered ADRs evidencing such documentsRegistered ADSs. In rendering The Bank has prepared and filed with the opinions set forth below, we have also assumed that Securities and Exchange Commission (athe “Commission”) each of the parties to the Transaction Documents has duly and validly executed and delivered the Transaction Documents; (b) each of the parties to the Transaction Documents is validly existing and in good standing under the laws of the jurisdiction of its organization or formation; (c) each of the parties to the Transaction Documents has the requisite power and authority and has taken the action necessary to authorize the execution and delivery of the Transaction Documents and to consummate the transactions contemplated thereby; (d) the Transaction Documents constitute the valid and binding obligations of each party thereto (other than the Company as it relates to New York law to the extent set forth herein), enforceable against such party in accordance with their respective terms; and (e) all authorizations, approvals or consents of (including, without limitation, all foreign exchange control approvals), and all filings or registrations with, any governmental or regulatory authority or agency of the Republic of Chile (including, without limitation, the central bank of the Republic of Chile) required for the making and performance by the Company of the Transaction Documents have been obtained or made and are in effect (provided that no such assumption is made with regard to authorizations approvals, consents, filings or registrations to the extent set forth in opinion paragraph 3 below). We assume that (i) there has been no mutual mistake a registration statement (Registration No. 333-•) on Form F-4 for the registration of factthe Common Stock represented by the Registered ADSs under the Securities Act of 1933, or misunderstanding or fraudas amended, duress or undue influence and the rules and regulations thereunder (the “Act”) and the offering thereof pursuant to the Exchange Offer, including the Exchange Offer Prospectus (as defined below) relating to the Exchange Offer, (ii) a registration statement (File No. •) on Form 20-F (the “20-F Registration Statement”) for the registration of the Common Stock represented by the Registered ADSs under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) and (iii) a registration statement on Form F-6 (the “ADR Registration Statement”) in connection with the negotiation, delivery Registered ADSs to be issued in connection with the Exchange Offer. Each of such registration statements on Form F-4 and execution Form F-6 was declared effective by the Commission prior to the date that the Exchange Offer Prospectus will be first distributed to the holders of the Transaction Documents and Rule 144A ADSs (ii) there are and have been no agreements or understandings among the parties, written or oral, and there is and has been no usage of trade or course of prior dealing among the parties that would, in either case, vary, supplement, or qualify the terms of the Transaction Documents. Our opinions set forth herein are based on our consideration of only those statutes, rules, regulations and judicial decisions which, in our experience, are normally applicable to transactions of the type contemplated by the Transaction Documents. With respect to certain factual matters material to our opinions, we have relied upon representations and warranties of the Company in the Transaction Documents, and certificates or comparable documents of officers of the Company, public officials and other authorized persons and we have made no independent inquiry into the accuracy of such representations or certificates. Based upon the foregoing and subject to the assumptions and qualifications set forth above and hereinafter, we are of the opinion that:“Commencement Date”).

CORPBANCA. Gentlemen and Ladies: We have acted as special New York counsel to Corpbanca, a Chilean financial institution (“Company”), in connection with the Second Amended and Restated Credit Agreement, dated as of September [•], 2015 the date hereof (the “Credit Agreement”), among the Company, the lenders from time to time party thereto (the “Lenders”), Standard Chartered Bank, as administrative agent (in such capacity, the “Administrative Agent”), HSBC Securities (USA) Inc., Standard Chartered Bank and Xxxxx Fargo Securities, LLC, as Joint Bookrunners lead arrangers and Mandated Lead Arrangersbook runners and Commerzbank Aktiengesellschaft, as lead arranger. This opinion is delivered to you pursuant to Section 3.01(c)(iv3(c)(iv) of the Credit Agreement. Please be advised that we act as counsel to the Company only on select matters and do not act as general counsel to the Company or its Affiliates. Capitalized terms used in this opinion letter and not otherwise defined herein shall have the meanings specified in the Credit Agreement. We have examined originals (or copies of executed originals) of the Credit Agreement, the Master Assignment and Assumption Agreement, dated as of [the date hereof] hereof (the “Master Assignment and Assumption Agreement”), by and among the Company, each of the assignors and assignees party thereto, the Continuing Lenders as defined in the Master Assignment and Assumption Agreement and the Administrative Agent and BNP Paribas and each of the Notes dated as of the date hereof delivered under the Credit Agreement (the “Notes”, and together with the Credit Agreement and the Master Assignment and Assumption Agreement, the “Transaction Documents”), as well as the certificate of an officer of the Company, dated the date hereof. In making such examination and rendering the opinions set forth below, we have assumed the genuineness of all signatures the legal capacity and competence of all individuals, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed, photocopied conformed or electronic photostatic copies of such documents. In rendering the opinions set forth below, we have also assumed that (a) each of the parties to the Transaction Documents has duly and validly executed and delivered the Transaction Documents; (b) each of the parties to the Transaction Documents is validly existing and in good standing under the laws of the jurisdiction of its organization or formation; (c) each of the parties to the Transaction Documents has the requisite power and authority and has taken the action necessary to authorize the execution and delivery of the Transaction Documents and to consummate the transactions contemplated thereby; (d) the Transaction Documents constitute the valid and binding obligations of each party thereto (other than the Company as it relates to New York law to the extent set forth herein), enforceable against such party in accordance with their respective terms; and (e) all authorizations, approvals or consents of (including, without limitation, all foreign exchange control approvals), and all filings or registrations with, any governmental or regulatory authority or agency of the Republic of Chile (including, without limitation, the central bank of the Republic of Chile) required for the making and performance by the Company of the Transaction Documents have been obtained or made and are in effect (provided that no such assumption is made with regard to authorizations approvals, consents, filings or registrations to the extent set forth in opinion paragraph 3 below). We assume that (i) there has been no mutual mistake of fact, or misunderstanding or fraud, duress or undue influence in connection with the negotiation, delivery and execution of the Transaction Documents and (ii) there are and have been no agreements or understandings among the parties, written or oral, and there is and has been no usage of trade or course of prior dealing among the parties that would, in either case, vary, supplement, or qualify the terms of the Transaction Documents. Our opinions set forth herein are based on our consideration of only those statutes, rules, regulations and judicial decisions which, in our experience, are normally applicable to transactions of the type contemplated by the Transaction Documents. With respect to certain factual matters material to our opinions, we have relied upon representations and warranties of the Company in the Transaction Documents, and certificates or comparable documents of officers of the Company, public officials and other authorized persons and we have made no independent inquiry into the accuracy of such representations or certificates. Based upon the foregoing and subject to the assumptions and qualifications set forth above and hereinafter, we are of the opinion that:

CORPBANCA. Gentlemen and Ladies: We have acted as special New York counsel to Corpbanca, a Chilean financial institution (“Company”), in connection with the Second Amended and Restated Credit Agreement, dated as of September [•], 2015 the date hereof (the “Credit Agreement”), among the Company, the lenders from time to time party thereto (the “Lenders”), Standard Chartered Bank, as administrative agent (in such capacity, the “Administrative Agent”), HSBC Securities (USA) Inc., Standard Chartered Bank and Xxxxx Fargo Securities, LLC, as Joint Bookrunners and Mandated Lead Arrangersglobal coordinators. This opinion is delivered to you pursuant to Section 3.01(c)(iv3(c)(iv)(A) of the Credit Agreement. Please be advised that we act as counsel to the Company only on select matters and do not act as general counsel to the Company or its Affiliates. Capitalized terms used in this opinion letter and not otherwise defined herein shall have the meanings specified in the Credit Agreement. We have examined originals (or copies of executed originals) of the Credit Agreement, the Master Assignment Assignment, Assumption and Assumption Waiver Agreement, dated as of [the date hereof] hereof (the “Master Assignment Assignment, Assumption and Assumption Waiver Agreement”), by and among the Company, each of the assignors and assignees party thereto, the Continuing Lenders as defined in the Master Assignment and Assumption Agreement thereto and the Administrative Agent and each of the Notes dated as of the date hereof delivered under the Credit Agreement (the “Notes”, and together with the Credit Agreement and the Master Assignment Assignment, Assumption and Assumption Waiver Agreement, the “Transaction Documents”), as well as the certificate of an officer of the Company, dated the date hereof. In making such examination and rendering the opinions set forth below, we have assumed the genuineness of all signatures the legal capacity and competence of all individuals, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed, photocopied or electronic copies of such documents. In rendering the opinions set forth below, we have also assumed that (a) each of the parties to the Transaction Documents has duly and validly executed and delivered the Transaction Documents; (b) each of the parties to the Transaction Documents is validly existing and in good standing under the laws of the jurisdiction of its organization or formation; (c) each of the parties to the Transaction Documents has the requisite power and authority and has taken the action necessary to authorize the execution and delivery of the Transaction Documents and to consummate the transactions contemplated thereby; (d) the Transaction Documents constitute the valid and binding obligations of each party thereto (other than the Company as it relates to New York law to the extent set forth herein), enforceable against such party in accordance with their respective terms; and (e) all authorizations, approvals or consents of (including, without limitation, all foreign exchange control approvals), and all filings or registrations with, any governmental or regulatory authority or agency of the Republic of Chile (including, without limitation, the central bank of the Republic of Chile) required for the making and performance by the Company of the Transaction Documents have been obtained or made and are in effect (provided that no such assumption is made with regard to authorizations approvals, consents, filings or registrations to the extent set forth in opinion paragraph 3 below). We assume that (i) there has been no mutual mistake of fact, or misunderstanding or fraud, duress or undue influence in connection with the negotiation, delivery and execution of the Transaction Documents and (ii) there are and have been no agreements or understandings among the parties, written or oral, and there is and has been no usage of trade or course of prior dealing among the parties that would, in either case, vary, supplement, or qualify the terms of the Transaction Documents. Our opinions set forth herein are based on our consideration of only those statutes, rules, regulations and judicial decisions which, in our experience, are normally applicable to transactions of the type contemplated by the Transaction Documents. With respect to certain factual matters material to our opinions, we have relied upon representations and warranties of the Company in the Transaction Documents, and certificates or comparable documents of officers of the Company, public officials and other authorized persons and we have made no independent inquiry into the accuracy of such representations or certificates. Based upon the foregoing and subject to the assumptions and qualifications set forth above and hereinafter, we are of the opinion that: