Common use of Documents Reviewed Clause in Contracts

Documents Reviewed. In arriving at the opinions expressed below, we have reviewed the following documents: (1) A copy of the Underwriting Agreement. (2) A copy of the global notes dated April 26, 2010 evidencing the Notes and a copy of the Guarantee. (3) A copy of the public deed of issue of the Notes (escritura de emisión) executed on [•], 2010, before the Notary Public of Madrid Mr. [•] under number [•] of his official records (the “Public Deed of Issuance”). (4) A copy of the announcement related to the issue of the Notes published in the Official Bulletin of the Mercantile Registry (Boletín Oficial del Registro Mercantil) on [•], 2010. (5) A copy of the Registration Statement on form F-3 registered with the United States Securities and Exchange Commission (including the base prospectus attached thereto) dated May 8, 2009, with file number 333-159062 (the “F-3”). (6) A copy of the preliminary prospectus supplement dated April 12, 2010, filed with the United States Securities and Exchange Commission on April 12, 2010. (7) A copy of the final prospectus supplement relating to the offering of the Notes dated April 12, 2010, filed with the United States Securities and Exchange Commission on April [•], 2010 (the “Prospectus Supplement”). (8) A copy of the indenture dated as of May 8, 2009, among the Company, the Guarantor and THE BANK OF NEW YORK MELLON (the “Indenture”). (9) A copy of the supplemental indentures, one with respect to the 2.582% Fixed Rate Notes, one with respect to the 3.729% Fixed Rate Notes and one with respect to the 5.134% Fixed Rate Notes, each dated as of April 26, 2010, among the Company, the Guarantor and THE BANK OF NEW YORK MELLON (collectively, the “Supplemental Indentures”). (10) A copy of the tax certification agency agreement dated as of June 20, 2006, among the Company, the Guarantor, ACUPAY SYSTEM LLC (“Acupay”) and THE BANK OF NEW YORK (as successor to JPMORGAN CHASE BANK, N.A.), as amended by the letter of appointment dated April 26, 2010, among the Company, the Guarantor and Acupay (jointly, the “Tax Certification Agency Agreement”). (11) The information publicly available on the website of the Spanish Central Mercantile Registry (▇▇▇.▇▇▇.▇▇) with respect to the Company and the Guarantor on April 26, 2010. (12) A copy of the by-laws (estatutos) of the Guarantor, as publicly available at the Web page of the Guarantor (▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇) on April 26, 2010. (13) A certification related to the Company issued by the Mercantile Registry of Madrid on March 8, 2010. (14) A copy of forms PE-1 (declaración de préstamos y créditos exteriores) (one with respect each of the 2.582% Fixed Rate Notes, the 3.729% Fixed Rate Notes and the 5.134% Fixed Rate Notes), each dated [•], 2010. (15) A copy of a certification of the resolutions approved by the Executive Committee of the Guarantor held on April 7, 2006. (16) A copy of a certification of the resolutions adopted by the Guarantor as sole shareholder of the Company on April 7, 2006. (17) A copy of a certification of the resolutions approved by the Board of Directors of the Guarantor held on March 25, 2009. (18) A copy of a certification of the resolutions adopted by the Guarantor as sole shareholder of the Company on May 4, 2009. The Underwriting Agreement, the Indenture, the Supplemental Indentures, the Tax Certification Agency Agreement, the Notes and the Guarantee will be hereinafter collectively referred to as the “Documents”.

Documents Reviewed. In arriving at the opinions expressed belowour opinions, we have reviewed the following documents: (1) A a copy of the Underwriting Agreement.; (2) A a copy of the global notes dated April 26[—], 2010 2013 evidencing the Notes and a copy of the guarantee dated April [—], 2013, executed and delivered by the Guarantor and endorsed on each security certificate representing the Notes (the “Guarantee.”); (3) A a copy of the public deed of issue of the Notes (escritura de emisión) executed on April [•—], 20102013, before the Notary Public of Madrid Mr. [•—] under number [•—] of his official records (the “Public Deed of Issuance”).; (4) A a copy of the announcement related to the issue of the Notes published in the Official Bulletin of the Mercantile Commercial Registry (Boletín Oficial del Registro Mercantil) on April [•—], 2010.2013; (5) A a copy of the Registration Statement on form F-3 registered with the United States Securities and Exchange Commission (including the base prospectus attached thereto) dated May 822, 20092012, with file number 333-159062 181576 (the “F-3Registration Statement”).; (6) A a copy of the preliminary prospectus supplement dated April 12[—], 20102013, filed with the United States Securities and Exchange Commission on April 12[—], 2010.2013; (7) A a copy of the final prospectus supplement relating to the offering of the Notes dated April 12[—], 20102013, filed with the United States Securities and Exchange Commission on April [•—], 2010 2013 (the “Prospectus Supplement”).; (8) A a copy of the indenture dated as of May 822, 20092012, among the Company, the Guarantor and THE BANK OF NEW YORK MELLON The Bank of New York Mellon (the “Indenture”).; (9) A a copy of the supplemental indentures, one with respect to the 2.582[—] % Fixed Rate Notes, one with respect to the 3.729% Fixed Rate Senior Notes and one with respect to the 5.134[—] % Fixed Rate Senior Notes, each dated as of April 26[—], 20102013, among the Company, the Guarantor and THE BANK OF NEW YORK MELLON The Bank of New York Mellon (collectively, the “Supplemental Indentures”).; (10) A copy of the tax certification agency agreement dated as of June 20, 2006, among the Company, the Guarantor, ACUPAY SYSTEM LLC (“Acupay”) and THE BANK OF NEW YORK (as successor to JPMORGAN CHASE BANK, N.A.), as amended by the letter of appointment dated April 26, 2010, among the Company, the Guarantor and Acupay (jointly, the “Tax Certification Agency Agreement”). (11) The information publicly available on the website of the Spanish Central Mercantile Commercial Registry (▇▇▇.▇▇▇.▇▇) with respect to the Company and the Guarantor on April 26[—], 2010.2013; (1211) A a copy of the by-laws articles of association (estatutos) of the Guarantor, as publicly available at the Web web page of the Guarantor (▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇) on April 26[—], 2010.2013; (1312) A a certification related with respect to the Guarantor regarding its due existence and the composition of its Board of Directors issued by the Commercial Registry of Madrid on April 1, 2013 and a literal certification with respect to the Company issued by the Mercantile Commercial Registry of Madrid on March 8April 1, 2010.2013; (1413) A a copy of forms PE-1 (declaración de préstamos y créditos exteriores) (one with respect to each of the 2.582[—] % Fixed Rate Notes, Senior Notes and the 3.729[—] % Fixed Rate Notes and the 5.134% Fixed Rate Senior Notes), each dated April [•—], 2010.2013; (1514) A a copy of a certification of the certain resolutions approved by the Executive Committee General Shareholders’ Meeting of the Guarantor held on April 7June 2, 2006.2010; (1615) A a copy of a certification of the resolutions adopted by the Guarantor as sole shareholder of the Company on April 7, 2006. (17) A copy of a certification of the certain resolutions approved by the Board of Directors of the Guarantor at its meeting held on March 25September 28, 2009.2010; (1816) A a copy of a certification of certain resolutions approved by the Executive Commission of the Guarantor at its meeting held on March 21, 2012; and (17) a copy of a certification of certain resolutions adopted by the Guarantor as sole shareholder (accionista único) of the Company on May 49, 20092012. The Underwriting Agreement, the Indenture, the Supplemental Indentures, the Tax Certification Agency Agreement, the Notes and the Guarantee will be hereinafter collectively referred to as the “Documents”.

Documents Reviewed. In arriving at the opinions expressed below, we have reviewed the following documents: (1) A copy of the Underwriting Agreement. (2) A copy of the global notes dated April 26February 16, 2010 2011 evidencing the Notes and a copy of the Guarantee. (3) A copy of the public deed of issue of the Notes (escritura de emisión) executed on [•]February 9, 20102011, before the Notary Public of Madrid Mr. [•] under number [•] of his official records (the “Public Deed of Issuance”). (4) A copy of the announcement related to the issue of the Notes published in the Official Bulletin of the Mercantile Registry (Boletín Oficial del Registro Mercantil) on February [•], 20102011. (5) A copy of the Registration Statement on form F-3 registered with the United States Securities and Exchange Commission (including the base prospectus attached thereto) dated May 8, 2009, with file number 333-159062 (the “F-3”). (6) A copy of the preliminary prospectus supplement dated April 12February 7, 20102011, filed with the United States Securities and Exchange Commission on April 12February 7, 20102011. (7) A copy of the final prospectus supplement relating to the offering of the Notes dated April 12February 7, 20102011, filed with the United States Securities and Exchange Commission on April [•]February 8, 2010 2011 (the “Prospectus Supplement”). (8) A copy of the indenture dated as of May 8, 2009, among the Company, the Guarantor and THE BANK OF NEW YORK MELLON (the “Indenture”). (9) A copy of the supplemental indentures, one with respect to the 2.5823.992% Fixed Rate Notes, one with respect to the 3.729% Fixed Rate Senior Notes and one with respect to the 5.1345.462% Fixed Rate Senior Notes, each dated as of April 26February 16, 20102011, among the Company, the Guarantor and THE BANK OF NEW YORK MELLON (collectively, the “Supplemental Indentures”). (10) A copy of the tax certification agency agreement dated as of June 20, 2006, among the Company, the Guarantor, ACUPAY SYSTEM LLC (“Acupay”) and THE BANK OF NEW YORK (as successor to JPMORGAN CHASE BANK, N.A.), as amended by the letter of appointment dated April 26February 16, 20102011, among the Company, the Guarantor and Acupay (jointly, the “Tax Certification Agency Agreement”). (11) The information publicly available on the website of the Spanish Central Mercantile Registry (▇▇▇.▇▇▇.▇▇) with respect to the Company and the Guarantor on April 26February [•], 20102011. (12) A copy of the by-laws (estatutos) of the Guarantor, as publicly available at the Web page of the Guarantor (▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇) on April 26February [•], 20102011. (13) A certification related to the Company issued by the Mercantile Registry of Madrid on March 8November 15, 2010. (14) A copy of forms PE-1 (declaración de préstamos y créditos exteriores) (one with respect each of the 2.5823.992% Fixed Rate Notes, Senior Notes and the 3.7295.462% Fixed Rate Notes and the 5.134% Fixed Rate Senior Notes), each dated February [•], 20102011. (15) A copy of a certification of the resolutions approved by the Executive Committee of the Guarantor held on April 7, 2006. (16) A copy of a certification of the resolutions adopted by the Guarantor as sole shareholder of the Company on April 7, 2006. (17) A copy of a certification of the resolutions approved by the Board of Directors of the Guarantor held on March 25, 2009. (18) A copy of a certification of the resolutions adopted by the Guarantor as sole shareholder of the Company on May 4, 2009. The Underwriting Agreement, the Indenture, the Supplemental Indentures, the Tax Certification Agency Agreement, the Notes and the Guarantee will be hereinafter collectively referred to as the “Documents”.

Documents Reviewed. In arriving at the opinions expressed below, we have reviewed the following documents: (1a) A copy of the Underwriting Agreement. (2b) A copy of the global notes dated April 26[•], 2010 2009 evidencing the Notes and a copy of the Guarantee. (3c) A copy of the public deed of issue of the Notes (escritura de emisión) executed on June [•], 20102009, before the Notary Public of Madrid Mr. [•] under number [•] of his official records (the “Public Deed of Issuance”). (4d) A copy of the announcement related to the issue of the Notes published in the Official Bulletin of the Mercantile Registry (Boletín Oficial del Registro Mercantil) on [•], 20102009. (5e) A copy of the Registration Statement on form F-3 registered with the United States Securities and Exchange Commission (including the base prospectus attached thereto) dated May 8, 2009, with file number 333-159062 (the “F-3”). (6f) A copy of the preliminary prospectus supplement dated April 12June 22, 20102009, filed with the United States Securities and Exchange Commission on April 12June 22, 20102009. (7g) A copy of the final prospectus supplement relating to the offering of the Notes dated April 12July 22, 20102009, filed with the United States Securities and Exchange Commission on April [•]July 23, 2010 2009 (the “Prospectus Supplement”). (8) h) A copy of the indenture dated as of May 8, 2009, among the Company, the Guarantor and THE BANK OF NEW YORK MELLON The Bank of New York Mellon (the “Indenture”). (9i) A copy of the supplemental indentures, one with respect to the 2.582% Fixed Rate Notes, one with respect to the 3.7294.949% Fixed Rate Notes and one with respect to the 5.1345.877% Fixed Rate Notes, each dated as of April 26[•], 20102009, among the Company, the Guarantor and THE BANK OF NEW YORK MELLON The Bank of New York Mellon (collectively, the “Supplemental Indentures”). (10j) A copy of the tax certification agency agreement dated as of June 20, 2006, among the Company, the Guarantor, ACUPAY SYSTEM Acupay System LLC (“Acupay”) and THE BANK OF NEW YORK [The Bank of New York (as successor to JPMORGAN CHASE BANKJPMorgan Chase Bank, N.A.)], as amended by the letter of appointment dated April 26[•], 20102009, among the Company, the Guarantor and Acupay (jointly, the “Tax Certification Agency Agreement”). (11k) The information publicly available on the website of the Spanish Central Mercantile Registry (▇▇▇.▇▇▇.▇▇) with respect to the Company and the Guarantor on April 26June 10, 2010.2009; (12l) A copy of the by-laws (estatutos) of the Guarantor, as publicly available at the Web page of the Guarantor (▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇) on April 26June 10, 20102009. (13m) A certification related to the Company issued by the Mercantile Registry of Madrid on March 831, 20102009. (14n) A copy of forms PE-1 (declaración de préstamos y créditos exteriores) (one with respect for each of the 2.582% Fixed Rate Notes, the 3.7294.949% Fixed Rate Notes and the 5.1345.877% Fixed Rate Notes), each dated [•], 20102009. (15ñ) A copy of a certification of the resolutions approved by the Executive Committee of the Guarantor held on April 7, 2006. (16o) A copy of a certification of the resolutions adopted by the Guarantor as sole shareholder of the Company on April 7, 2006. (17) A copy of a certification of the resolutions approved by the Board of Directors of the Guarantor held on March 25, 2009. (18) A copy of a certification of the resolutions adopted by the Guarantor as sole shareholder of the Company on May 4, 2009. The Underwriting Agreement, the Indenture, the Supplemental Indentures, the Tax Certification Agency Agreement, the Notes and the Guarantee will be hereinafter collectively referred to as the “Documents”.

Documents Reviewed. In arriving at the opinions expressed belowour opinions, we have reviewed the following documents: (1a) A a copy of the Underwriting Agreement.; (2b) A a copy of the global notes dated April 26, 2010 [on the date hereof] evidencing the Notes and a copy of the guarantee dated [on the date hereof], executed and delivered by the Guarantor and endorsed on each security certificate representing the Notes (the “Guarantee.”); (3c) A a copy of the public deed of issue of the Notes (escritura de emisión) executed on June [•—], 20102014, before the Notary Public of Madrid Mr. [•] ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ García Lombardía under number [•—] of his official records (the “Public Deed of Issuance”).; (4d) A a copy of the announcement related to the issue of the Notes published in the Official Bulletin of the Mercantile Commercial Registry (Boletín Oficial del Registro Mercantil) on June [•—], 2010.2014; (5e) A a copy of the Registration Statement on form F-3 registered with the United States Securities and Exchange Commission (including the base prospectus attached thereto) dated May 822, 20092012, with file number 333-159062 181576 (the “F-3Registration Statement”).; (6f) A a copy of the preliminary prospectus supplement dated April 12June [—], 20102014, filed with the United States Securities and Exchange Commission on April 12June [—], 2010.2014; (7g) A a copy of the final prospectus supplement relating to the offering of the Notes dated April 12June [—], 20102014, filed with the United States Securities and Exchange Commission on April June [•—], 2010 2014 (the “Prospectus Supplement”).; (8) A h) a copy of the indenture dated as of May 822, 20092012, among the Company, the Guarantor and THE BANK OF NEW YORK MELLON The Bank of New York Mellon (the “Indenture”).; (9i) A a copy of the supplemental indentures, one with respect to the 2.582% Fixed Rate Notes, one with respect to the 3.729% Fixed Rate Notes and one with respect to the 5.134% Fixed Rate Notes, each indenture dated as of April 26June [—], 20102014, among the Company, the Guarantor and THE BANK OF NEW YORK MELLON The Bank of New York Mellon (collectively, the “Supplemental IndenturesIndenture”).; (10j) A copy of the tax certification agency agreement dated as of June 20, 2006, among the Company, the Guarantor, ACUPAY SYSTEM LLC (“Acupay”) and THE BANK OF NEW YORK (as successor to JPMORGAN CHASE BANK, N.A.), as amended by the letter of appointment dated April 26, 2010, among the Company, the Guarantor and Acupay (jointly, the “Tax Certification Agency Agreement”). (11) The information publicly available on the website of the Spanish Central Mercantile Commercial Registry (▇▇▇.▇▇▇.▇▇) with respect to the Company and the Guarantor on April 26June [—], 2010.2014; (12k) A a copy of the by-laws articles of association (estatutos) of the Guarantor, as publicly available at the Web web page of the Guarantor (▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇) on April 26June [—], 2010.2014; (13l) A a certification related with respect to the Guarantor regarding its due existence and the composition of its Board of Directors issued by the Commercial Registry of Madrid on June [—], 2014 and a literal certification with respect to the Company issued by the Mercantile Commercial Registry of Madrid on March 8June [—], 2010.2014; (14m) A copy of forms PE-1 (declaración de préstamos y créditos exteriores) (one with respect each of the 2.582% Fixed Rate Notes, the 3.729% Fixed Rate Notes and the 5.134% Fixed Rate Notes), each dated [•], 2010. (15) A a copy of a certification of the certain resolutions approved by the Executive Committee Commission of the Guarantor at its meeting held on April 7March 21, 2006.2012; (16n) A a copy of a certification of the certain resolutions adopted by the Guarantor as sole shareholder (accionista único) of the Company on May 9, 2012, and on April 710, 2006.2014; (17o) A a copy of a certification of certain resolutions approved by the General Shareholders’ Meeting of the Guarantor on May 30, 2014; and (p) a copy of a certification of certain resolutions approved by the Board of Directors of the Guarantor at its meeting held on March 25May 30, 2009. (18) A copy of a certification of the resolutions adopted by the Guarantor as sole shareholder of the Company on May 4, 20092014. The Underwriting Agreement, the Indenture, the Supplemental Indentures, the Tax Certification Agency AgreementIndenture, the Notes and the Guarantee will be hereinafter collectively referred to as the “Documents”.

Documents Reviewed. In arriving at the opinions expressed belowour opinions, we have reviewed the following documents: (1) A a copy of the Underwriting Agreement.; (2) A a copy of the global notes dated April 26on [March 8], 2010 2017 evidencing the Notes and a copy of the guarantee dated on [March 8], 2017, executed and delivered by the Guarantor and endorsed on each security certificate representing the Notes (the “Guarantee.”); (3) A a copy of the public deed of issue of the Notes (escritura de emisión) executed on [•March 2], 20102017, before the Notary Public of Madrid Mr. [•▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Lombardía] under number [•—] of his official records records[, which has been filed for registration (presentada a inscripción) with the Commercial Registry of Madrid] (the “Public Deed of Issuance”).; (4) A copy of the announcement related to the issue of the Notes published in the Official Bulletin of the Mercantile Registry (Boletín Oficial del Registro Mercantil) on [•], 2010. (5) A a copy of the Registration Statement on form F-3 registered with the United States Securities and Exchange Commission (including the base prospectus attached thereto) dated May 8[—] [—], 2009[—], with file number 333-159062 [—] (the “F-3Registration Statement”).; (65) A a copy of the preliminary prospectus supplement dated April 12[March 1], 20102017, filed with the United States Securities and Exchange Commission on April 12[March 1], 2010.2017; (76) A a copy of the final prospectus supplement relating to the offering of the Notes dated April 12[March 1], 20102017, filed with the United States Securities and Exchange Commission on April [•March 2], 2010 2017 (the “Prospectus Supplement”).; (8) A 7) a copy of the indenture dated as of May 822, 20092012, among the Company, the Guarantor and THE BANK OF NEW YORK MELLON The Bank of New York Mellon (the “Indenture”).; (9) A 8) a copy of the supplemental indenturesindenture dated [March 8], one with respect to the 2.582% Fixed Rate Notes, one with respect to the 3.729% Fixed Rate Notes and one with respect to the 5.134% Fixed Rate Notes, each dated as of April 26, 20102017, among the Company, the Guarantor and THE BANK OF NEW YORK MELLON The Bank of New York Mellon in connection with the 2027 Fixed Rate Senior Notes (collectively, the “Forth Supplemental IndenturesIndenture”).; (109) A a copy of the tax certification agency agreement supplemental indenture dated as of June 20[March 8], 2006, among the Company, the Guarantor, ACUPAY SYSTEM LLC (“Acupay”) and THE BANK OF NEW YORK (as successor to JPMORGAN CHASE BANK, N.A.), as amended by the letter of appointment dated April 26, 20102017, among the Company, the Guarantor and Acupay The Bank of New York Mellon in connection with the 2047 Fixed Rate Senior Notes (jointlythe “Fifth Supplemental Indenture”, and, together with the Forth Supplemental Indenture, the “Tax Certification Agency AgreementSupplemental Indentures”).; (1110) The the information publicly available on the website of the Spanish Central Mercantile Commercial Registry (▇▇▇.▇▇▇.▇▇) with respect to the Company and the Guarantor on April 26[—] [—], 2010.[—]; (1211) A a copy of the by-laws articles of association (estatutos) of the Guarantor, as publicly available at the Web web page of the Guarantor (▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇) on April 26[—] [—], 2010.[—]; (1312) A a certification related with respect to the Guarantor regarding its due existence and the composition of its Board of Directors issued by the Commercial Registry of Madrid on February 15, 2017 and a literal certification with respect to the Company issued by the Mercantile Commercial Registry of Madrid on March 8February 16, 2010.2017; (1413) A copy of forms PE-1 (declaración de préstamos y créditos exteriores) (one with respect each of the 2.582% Fixed Rate Notes, the 3.729% Fixed Rate Notes and the 5.134% Fixed Rate Notes), each dated [•], 2010. (15) A a copy of a certification of the resolutions approved by the Executive Committee of the Guarantor held on April 7, 2006. (16) A copy of a certification of the certain resolutions adopted by the Guarantor as sole shareholder (accionista único) of the Company on April 7May 4, 2006.2015; (1714) A a copy of a certification of certain resolutions approved by the General Shareholders’ Meeting of the Guarantor on May 30, 2014; (15) a copy of a certification of certain resolutions approved by the Board of Directors of the Guarantor at its meeting held on March 25May 30, 2009.2014; (1816) A a copy of a certification of the certain resolutions adopted approved by the Guarantor as sole shareholder Executive Commission of the Company Guarantor at its meeting held on May 4April 29, 2009. 2015; (17) a copy of a certification of certain resolutions approved by the Executive Commission of the Guarantor at its meeting held on February 10, 2017; and (18) a copy of the [—] (the “Agency Agreement”) The Underwriting Agreement, the Indenture, the Supplemental Indentures, the Tax Certification Agency Agreement, the Notes and the Guarantee will be hereinafter collectively referred to as the “Documents”.