Common use of Opinion of the Bank Clause in Contracts

Opinion of the Bank. The Bank shall have furnished to you, as Representatives of the Underwriters, the opinion, addressed to the Underwriters and dated the Closing Date, of the Bank, acting through its Legal Directorate, which opinion may be given in reliance on opinions of other counsel satisfactory to you and in particular, with respect to matters of the law of the United States or any state thereof, may be given in reliance on the opinion of Cravath, Swaine & Xxxxx LLP referred to in Section 12(c), to the effect that: (i) The Treaty, including the Statute of the Bank, has been duly executed and ratified by The Kingdom of Belgium, The Republic of Bulgaria, The Republic of Croatia, The Czech Republic, The Kingdom of Denmark, The Federal Republic of Germany, The Republic of Estonia, The Hellenic Republic, The Kingdom of Spain, The French Republic, Ireland, The Italian Republic, The Republic of Cyprus, The Republic of Latvia, The Republic of Lithuania, The Grand Duchy of Luxembourg, The Republic of Hungary, The Republic of Malta, The Kingdom of the Netherlands, The Republic of Austria, The Republic of Poland, The Portuguese Republic, The Republic of Romania, The Republic of Slovenia, The Slovak Republic, The Republic of Finland, The Kingdom of Sweden and The United Kingdom of Great Britain and Northern Ireland (the “Member States”) and constitutes a legally binding obligation of the Member States under international law. (ii) The Securities have been duly and validly authorized; the Securities have been duly and validly issued; the Securities and all the covenants therein contained constitute or will constitute valid, legally binding and unconditional, direct and general obligations of the Bank in accordance with their terms; the Securities will rank pari passu with any present or future indebtedness of the Bank represented by any unsubordinated and unsecured notes or bonds; and the Securities conform in all material respects to the descriptions thereof contained in the Final Prospectus. (iii) This Agreement has been duly authorized, executed and delivered by the Bank. (iv) The Fiscal Agency Agreement has been duly authorized, executed and delivered by the Bank and is the valid and legally binding agreement of the Bank. (v) Any action by any Underwriter based on this Agreement and any action by a holder of a Security based on the Securities may be instituted against the Bank in any competent court in the jurisdiction in which the Bank has its seat, which is, on the Closing Date, Luxembourg, Grand Duchy of Luxembourg. (vi) The Registration Statement, as amended, the Final Prospectus, as amended or supplemented, any Issuer Free Writing Prospectus and their filing with the Commission have been duly authorized by and on behalf of the Bank and the Registration Statement, as amended, has been duly signed, pursuant to such authorization, by and on behalf of the Bank, and the information in the Registration Statement, as amended, the Final Prospectus, as amended or supplemented, and any Issuer Free Writing Prospectus stated on the authority of the President of the Bank has been stated by him in his official capacity as President thereunto duly authorized by the Bank; and all statements in the Registration Statement, as amended, the Final Prospectus, as amended or supplemented, and any Issuer Free Writing Prospectus with respect to the provisions of the Treaty and the Statute are true and correct (except that no opinion need be expressed as to the statements in the Registration Statement, the Final Prospectus or any Issuer Free Writing Prospectus with respect to the laws of the Member States). (vii) The Treaty provides that the Court of Justice of the European Union in Luxembourg (the “European Court of Justice”) has exclusive jurisdiction in certain cases involving the fulfillment by Member States of their obligations under the Statute and the lawfulness of measures adopted by the Board of Governors and the Bank’s Board of Directors. Subject to the foregoing exclusive jurisdiction of the European Court of Justice, any litigation between the Bank and its creditors or debtors, including any claims based on guarantees made by Member States, may be determined by competent national courts. The property and assets of the Bank within the Member States are not, except by judicial decision and with the authorization of the European Court of Justice, subject to the attachment or seizure by the way of execution.

Opinion of the Bank. The Bank shall have furnished to you, as Representatives of the Underwriters, the opinion, addressed to the Underwriters and dated the Closing Date, of the Bank, acting through its Legal Directorate, which opinion may be given in reliance on opinions of other counsel satisfactory to you and in particular, with respect to matters of the law laws of the United States or any state thereof, may be given in reliance on the opinion of Cravath, Swaine & Xxxxx LLP referred to in Section 12(c), to the effect that: (i) The TreatyTFEU, including the Statute of the Bank, has been duly executed and ratified by The Kingdom of Belgium, The Republic of Bulgaria, The Republic of Croatia, The Czech Republic, The Kingdom of Denmark, The Federal Republic of Germany, The Republic of Estonia, The Hellenic Republic, The Kingdom of Spain, The French Republic, Ireland, The Italian Republic, The Republic of Cyprus, The Republic of Latvia, The Republic of Lithuania, The Grand Duchy of Luxembourg, The Republic of Hungary, The Republic of Malta, The Kingdom of the Netherlands, The Republic of Austria, The Republic of Poland, The Portuguese Republic, The Republic of Romania, The Republic of Slovenia, The Slovak Republic, The Republic of Finland, Finland and The Kingdom of Sweden and The United Kingdom of Great Britain and Northern Ireland (the “Member States”) and constitutes a legally binding obligation of the Member States under international law. (ii) The Securities have been duly and validly authorized; the Securities have been duly and validly issued; the Securities Securities, and all the covenants therein contained contained, constitute or will constitute validlegal, legally valid and binding and unconditional, direct and general obligations of the Bank in accordance with their terms; the Securities will rank pari passu with any present or future indebtedness of the Bank represented by any unsubordinated and unsecured notes or bonds; and the Securities conform in all material respects to the descriptions description thereof contained in the Final Prospectus. (iii) This Agreement has been duly authorized, executed and delivered by the Bank. (iv) The Fiscal Agency Agreement has been duly authorized, executed and delivered by the Bank and is the a valid and legally binding agreement of the Bank. (v) Any action by any Underwriter arising out of or based on upon this Agreement and any action by a the holder of a Security arising out of or based on upon the Securities may be instituted against the Bank in any competent court in of the jurisdiction in which the Bank has its seat, which is, on the Closing Date, Luxembourg, Grand Duchy of Luxembourg. (vi) The Registration Statement, as amended, the Final Prospectus, as amended or supplemented, any Issuer Free Writing Prospectus and their filing with the Commission have been duly authorized by and on behalf of the Bank and Bank; the Registration Statement, as amended, has been duly signed, pursuant to such authorization, by and on behalf of the Bank, and the information in the Registration Statement, as amended, the Final Prospectus, as amended or supplemented, and any Issuer Free Writing Prospectus stated on the authority of the President of the Bank has been stated by him in his official capacity as President thereunto duly authorized by the Bank; and all statements in the Registration Statement, as amended, the Final Prospectus, as amended or supplemented, and any Issuer Free Writing Prospectus with respect to the provisions of the Treaty TFEU and the Statute are true and correct in all material respects (except that no opinion need be expressed as to the statements in the Registration Statement, the Final Prospectus or any Issuer Free Writing Prospectus with respect to the laws of the Member States). (vii) The Treaty TFEU provides that the Court of Justice of the European Union having its seat in Luxembourg (the “European Court of Justice”) has exclusive jurisdiction in certain cases involving involving, among other matters, the fulfillment by Member States of their obligations under the Statute and the lawfulness of measures adopted by the Bank’s Board of Governors and the Bank’s Board of Directors. Subject to the foregoing exclusive jurisdiction of the European Court of Justice, any litigation between the Bank and its creditors or debtors, including any claims based on guarantees made by Member States, may be determined by competent national courtscourts of the Member States. The property and assets of the Bank within the Member States are not, except by judicial decision and with the authorization of the European Court of Justice, subject to the attachment or to seizure by the way of execution.

Opinion of the Bank. The Bank shall have furnished to you, as Representatives of the Underwriters, the opinion, addressed to the Underwriters and dated the Closing Date, of the Bank, acting through its Legal Directorate, which opinion may be given in reliance on opinions of other counsel satisfactory to you and in particular, with respect to matters of the law laws of the United States or any state thereof, may be given in reliance on the opinion of CravathXxxxxxx, Swaine & Xxxxx LLP referred to in Section 12(c), to the effect that: (i) The TreatyTFEU, including the Statute of the Bank, has been duly executed and ratified by The Kingdom of Belgium, The Republic of Bulgaria, The Republic of Croatia, The Czech Republic, The Kingdom of Denmark, The Federal Republic of Germany, The Republic of Estonia, The Hellenic Republic, The Kingdom of Spain, The French Republic, Ireland, The Italian Republic, The Republic of Cyprus, The Republic of Latvia, The Republic of Lithuania, The Grand Duchy of Luxembourg, The Republic of Hungary, The Republic of Malta, The Kingdom of the Netherlands, The Republic of Austria, The Republic of Poland, The Portuguese Republic, The Republic of Romania, The Republic of Slovenia, The Slovak Republic, The Republic of Finland, Finland and The Kingdom of Sweden and The United Kingdom of Great Britain and Northern Ireland (the “Member States”) and constitutes a legally binding obligation of the Member States under international law. (ii) The Securities have been duly and validly authorized; the Securities have been duly and validly issued; the Securities Securities, and all the covenants therein contained contained, constitute or will constitute validlegal, legally valid and binding and unconditional, direct and general obligations of the Bank in accordance with their terms; the Securities will rank pari passu with any present or future indebtedness of the Bank represented by any unsubordinated and unsecured notes or bonds; and the Securities conform in all material respects to the descriptions description thereof contained in the Final Prospectus. (iii) This Agreement has been duly authorized, executed and delivered by the Bank. (iv) The Fiscal Agency Agreement has been duly authorized, executed and delivered by the Bank and is the a valid and legally binding agreement of the Bank. (v) Any action by any Underwriter arising out of or based on upon this Agreement and any action by a the holder of a Security arising out of or based on upon the Securities may be instituted against the Bank in any competent court in of the jurisdiction in which the Bank has its seat, which is, on the Closing Date, Luxembourg, Grand Duchy of Luxembourg. (vi) The Registration Statement, as amended, the Final Prospectus, as amended or supplemented, any Issuer Free Writing Prospectus and their filing with the Commission have been duly authorized by and on behalf of the Bank and Bank; the Registration Statement, as amended, has been duly signed, pursuant to such authorization, by and on behalf of the Bank, and the information in the Registration Statement, as amended, the Final Prospectus, as amended or supplemented, and any Issuer Free Writing Prospectus stated on the authority of the President of the Bank has been stated by him in his official capacity as President thereunto duly authorized by the Bank; and all statements in the Registration Statement, as amended, the Final Prospectus, as amended or supplemented, and any Issuer Free Writing Prospectus with respect to the provisions of the Treaty TFEU and the Statute are true and correct in all material respects (except that no opinion need be expressed as to the statements in the Registration Statement, the Final Prospectus or any Issuer Free Writing Prospectus with respect to the laws of the Member States). (vii) The Treaty TFEU provides that the Court of Justice of the European Union having its seat in Luxembourg (the “European Court of Justice”) has exclusive jurisdiction in certain cases involving involving, among other matters, the fulfillment by Member States of their obligations under the Statute and the lawfulness of measures adopted by the Bank’s Board of Governors and the Bank’s Board of Directors. Subject to the foregoing exclusive jurisdiction of the European Court of Justice, any litigation between the Bank and its creditors or debtors, including any claims based on guarantees made by Member States, may be determined by competent national courtscourts of the Member States. The property and assets of the Bank within the Member States are not, except by judicial decision and with the authorization of the European Court of Justice, subject to the attachment or to seizure by the way of execution.

Opinion of the Bank. The Bank shall have furnished to you, as Representatives of the Underwriters, the opinion, addressed to the Underwriters and dated the Closing Date, of the Bank, acting through its Legal Directorate, which opinion may be given in reliance on opinions of other counsel satisfactory to you and in particular, with respect to matters of the law of the United States or any state thereof, may be given in reliance on the opinion of Cravath, Swaine & Xxxxx LLP referred to in Section 12(c), to the effect that: (i) The Treaty, including the Statute of the Bank, has been duly executed and ratified by The Kingdom of Belgium, The Republic of Bulgaria, The Republic of Croatia, The Czech Republic, The Kingdom of Denmark, The Federal Republic of Germany, The Republic of Estonia, The Hellenic Republic, The Kingdom of Spain, The French Republic, Ireland, The Italian Republic, The Republic of Cyprus, The Republic of Latvia, The Republic of Lithuania, The Grand Duchy of Luxembourg, The Republic of Hungary, The Republic of Malta, The Kingdom of the Netherlands, The Republic of Austria, The Republic of Poland, The Portuguese Republic, The Republic of Romania, The Republic of Slovenia, The Slovak Republic, The Republic of Finland, Finland and The Kingdom of Sweden and The United Kingdom of Great Britain and Northern Ireland (the “Member States”) and constitutes a legally binding obligation of the Member States under international law. (ii) The Securities have been duly and validly authorized; the Securities have been duly and validly issued; the Securities and all the covenants therein contained constitute or will constitute valid, legally binding and unconditional, direct and general obligations of the Bank in accordance with their terms; the Securities will rank pari passu with any present or future indebtedness of the Bank represented by any unsubordinated and unsecured notes or bonds; and the Securities conform in all material respects to the descriptions thereof contained in the Final Prospectus. (iii) This Agreement has been duly authorized, executed and delivered by the Bank. (iv) The Fiscal Agency Agreement has been duly authorized, executed and delivered by the Bank and is the valid and legally binding agreement of the Bank. (v) Any action by any Underwriter based on this Agreement and any action by a holder of a Security based on the Securities may be instituted against the Bank in any competent court in the jurisdiction in which the Bank has its seat, which is, on the Closing Date, Luxembourg, Grand Duchy of Luxembourg. (vi) The Registration Statement, as amended, the Final Prospectus, as amended or supplemented, any Issuer Free Writing Prospectus and their filing with the Commission have been duly authorized by and on behalf of the Bank and the Registration Statement, as amended, has been duly signed, pursuant to such authorization, by and on behalf of the Bank, and the information in the Registration Statement, as amended, the Final Prospectus, as amended or supplemented, and any Issuer Free Writing Prospectus stated on the authority of the President of the Bank has been stated by him in his official capacity as President thereunto duly authorized by the Bank; and all statements in the Registration Statement, as amended, the Final Prospectus, as amended or supplemented, and any Issuer Free Writing Prospectus with respect to the provisions of the Treaty and the Statute are true and correct (except that no opinion need be expressed as to the statements in the Registration Statement, the Final Prospectus or any Issuer Free Writing Prospectus with respect to the laws of the Member States). (vii) The Treaty provides that the Court of Justice of the European Union in Luxembourg (the “European Court of Justice”) has exclusive jurisdiction in certain cases involving the fulfillment by Member States of their obligations under the Statute and the lawfulness of measures adopted by the Board of Governors and the Bank’s Board of Directors. Subject to the foregoing exclusive jurisdiction of the European Court of Justice, any litigation between the Bank and its creditors or debtors, including any claims based on guarantees made by Member States, may be determined by competent national courts. The property and assets of the Bank within the Member States are not, except by judicial decision and with the authorization of the European Court of Justice, subject to the attachment or seizure by the way of execution.

Opinion of the Bank. The Bank shall have furnished to you, as Representatives of the Underwriters, the opinion, addressed to the Underwriters and dated the Closing Date, of the Bank, acting through its Legal Directorate, which opinion may be given in reliance on opinions of other counsel satisfactory to you and in particular, with respect to matters of the law laws of the United States or any state thereof, may be given in reliance on the opinion of CravathXxxxxxx, Swaine & Xxxxx LLP referred to in Section 12(c), to the effect that: (i) The TreatyTFEU, including the Statute of the Bank, has been duly executed and ratified by The Kingdom of Belgium, The Republic of Bulgaria, The Republic of Croatia, The Czech Republic, The Kingdom of Denmark, The Federal Republic of Germany, The Republic of Estonia, The Hellenic Republic, The Kingdom of Spain, The French Republic, Ireland, The Italian Republic, The Republic of Cyprus, The Republic of Latvia, The Republic of Lithuania, The Grand Duchy of Luxembourg, The Republic of Hungary, The Republic of Malta, The Kingdom of the Netherlands, The Republic of Austria, The Republic of Poland, The Portuguese Republic, The Republic of Romania, The Republic of Slovenia, The Slovak Republic, The Republic of Finland, Finland and The Kingdom of Sweden and The United Kingdom of Great Britain and Northern Ireland (the “Member States”) and constitutes a legally binding obligation of the Member States under international law. (ii) The Securities have been duly and validly authorized; the Securities have been duly and validly issued; the Securities Securities, and all the covenants therein contained contained, constitute or will constitute validlegal, legally valid and binding and unconditional, direct and general obligations of the Bank in accordance with their terms; the Securities will rank pari passu with any present or future indebtedness of the Bank represented by any unsubordinated and unsecured notes or bonds; and the Securities conform in all material respects to the descriptions description thereof contained in the Final Prospectus. (iii) This Agreement has been duly authorized, executed and delivered by the Bank. (iv) The Fiscal Agency Agreement has been duly authorized, executed and delivered by the Bank and is the a valid and legally binding agreement of the Bank. (v) Any action by any Underwriter arising out of or based on upon this Agreement and any action by a the holder of a Security arising out of or based on upon the Securities may be instituted against the Bank in any competent court in of the jurisdiction in which the Bank has its seat, which is, on the Closing Date, Luxembourg, Grand Duchy of Luxembourg. (vi) The Registration Statement, as amended, the Final Prospectus, as amended or supplemented, any Issuer Free Writing Prospectus and their filing with the Commission have been duly authorized by and on behalf of the Bank and Bank; the Registration Statement, as amended, has been duly signed, pursuant to such authorization, by and on behalf of the Bank, and the information in the Registration Statement, as amended, the Final Prospectus, as amended or supplemented, and any Issuer Free Writing Prospectus stated on the authority of the President of the Bank has been stated by him the President in his their official capacity as President thereunto duly authorized by the Bank; and all statements in the Registration Statement, as amended, the Final Prospectus, as amended or supplemented, and any Issuer Free Writing Prospectus with respect to the provisions of the Treaty TFEU and the Statute are true and correct in all material respects (except that no opinion need be expressed as to the statements in the Registration Statement, the Final Prospectus or any Issuer Free Writing Prospectus with respect to the laws of the Member States). (vii) The Treaty TFEU provides that the Court of Justice of the European Union having its seat in Luxembourg (the “European Court of Justice”) has exclusive jurisdiction in certain cases involving involving, among other matters, the fulfillment by Member States of their obligations under the Statute and the lawfulness of measures adopted by the Bank’s Board of Governors and the Bank’s Board of Directors. Subject to the foregoing exclusive jurisdiction of the European Court of Justice, any litigation between the Bank and its creditors or debtors, including any claims based on guarantees made by Member States, may be determined by competent national courtscourts of the Member States. The property and assets of the Bank within the Member States are not, except by judicial decision and with the authorization of the European Court of Justice, subject to the attachment or to seizure by the way of execution.

Opinion of the Bank. The Bank shall have furnished to you, as Representatives of the Underwriters, the opinion, addressed to the Underwriters and dated the Closing Date, of the Bank, acting through its Legal Directorate, which opinion may be given in reliance on opinions of other counsel satisfactory to you and in particular, with respect to matters of the law of the United States or any state thereof, may be given in reliance on the opinion of Cravath, Swaine & Xxxxx LLP referred to in Section 12(c), to the effect that: (i) The Treaty, including the Statute of the Bank, has been duly executed and ratified by The Kingdom of Belgium, The Republic of Bulgaria, The Republic of Croatia, The Czech Republic, The Kingdom of Denmark, The Federal Republic of Germany, The Republic of Estonia, The Hellenic Republic, The Kingdom of Spain, The French Republic, Ireland, The Italian Republic, The Republic of Cyprus, The Republic of Latvia, The Republic of Lithuania, The Grand Duchy of Luxembourg, The Republic of Hungary, The Republic of Malta, The Kingdom of the Netherlands, The Republic of Austria, The Republic of Poland, The Portuguese Republic, The Republic of Romania, The Republic of Slovenia, The Slovak Republic, The Republic of Finland, The Kingdom of Sweden and The United Kingdom of Great Britain and Northern Ireland (the “Member States”) and constitutes a legally binding obligation of the Member States under international law. (ii) The Securities have been duly and validly authorized; the Securities have been duly and validly issued; the Securities and all the covenants therein contained constitute or will constitute valid, legally binding and unconditional, direct and general obligations of the Bank in accordance with their terms; the Securities will rank pari passu with any present or future indebtedness of the Bank represented by any unsubordinated and unsecured notes or bonds; and the Securities conform in all material respects to the descriptions thereof contained in the Final Prospectus. (iii) This Agreement has been duly authorized, executed and delivered by the Bank. (iv) The Fiscal Agency Agreement has been duly authorized, executed and delivered by the Bank and is the valid and legally binding agreement of the Bank. (v) Any action by any Underwriter based on this Agreement and any action by a holder of a Security based on the Securities may be instituted against the Bank in any competent court in the jurisdiction in which the Bank has its seat, which is, on the Closing Date, Luxembourg, Grand Duchy of Luxembourg. (vi) The Registration Statement, as amended, the Final Prospectus, as amended or supplemented, any Issuer Free Writing Prospectus and their filing with the Commission have been duly authorized by and on behalf of the Bank and the Registration Statement, as amended, has been duly signed, pursuant to such authorization, by and on behalf of the Bank, and the information in the Registration Statement, as amended, the Final Prospectus, as amended or supplemented, and any Issuer Free Writing Prospectus stated on the authority of the President of the Bank has been stated by him in his official capacity as President thereunto duly authorized by the Bank; and all statements in the Registration Statement, as amended, the Final Prospectus, as amended or supplemented, and any Issuer Free Writing Prospectus with respect to the provisions of the Treaty and the Statute are true and correct (except that no opinion need be expressed as to the statements in the Registration Statement, the Final Prospectus or any Issuer Free Writing Prospectus with respect to the laws of the Member States). (vii) The Treaty provides that the Court of Justice of the European Union in Luxembourg (the “European Court of Justice”) has exclusive jurisdiction in certain cases involving the fulfillment by Member States of their obligations under the Statute and the lawfulness of measures adopted by the Board of Governors and the Bank’s Board of Directors. Subject to the foregoing exclusive jurisdiction of the European Court of Justice, any litigation between the Bank and its creditors or debtors, including any claims based on guarantees made by Member States, may be determined by competent national courts. The property and assets of the Bank within the Member States are not, except by judicial decision and with the authorization of the European Court of Justice, subject to the attachment or seizure by the way of execution.

Opinion of the Bank. The Bank shall have furnished to you, as Representatives of the Underwriters, the opinion, addressed to the Underwriters and dated the Closing Date, of the Bank, acting through its Legal Directorate, which opinion may be given in reliance on opinions of other counsel satisfactory to you and in particular, with respect to matters of the law laws of the United States or any state thereof, may be given in reliance on the opinion of CravathXxxxxxx, Swaine & Xxxxx LLP referred to in Section 12(c), to the effect that: (i) The TreatyTFEU, including the Statute of the Bank, has been duly executed and ratified by The Kingdom of Belgium, The Republic of Bulgaria, The Republic of Croatia, The Czech Republic, The Kingdom of Denmark, The Federal Republic of Germany, The Republic of Estonia, The Hellenic Republic, The Kingdom of Spain, The French Republic, Ireland, The Italian Republic, The Republic of Cyprus, The Republic of Latvia, The Republic of Lithuania, The Grand Duchy of Luxembourg, The Republic of Hungary, The Republic of Malta, The Kingdom of the Netherlands, The Republic of Austria, The Republic of Poland, The Portuguese Republic, The Republic of Romania, The Republic of Slovenia, The Slovak Republic, The Republic of Finland, Finland and The Kingdom of Sweden and The United Kingdom of Great Britain and Northern Ireland (the “Member States”) and constitutes a legally binding obligation of the Member States under international law. (ii) The Securities have been duly and validly authorized; the Securities have been duly and validly issued; the Securities Securities, and all the covenants therein contained contained, constitute or will constitute validlegal, legally valid and binding and unconditional, direct and general obligations of the Bank in accordance with their terms; the Securities will rank pari passu with any present or future indebtedness of the Bank represented by any unsubordinated and unsecured notes or bonds; and the Securities conform in all material respects to the descriptions description thereof contained in the Final Prospectus. (iii) This Agreement has been duly authorized, executed and delivered by the Bank. (iv) The Fiscal Agency Agreement has been duly authorized, executed and delivered by the Bank and is the a valid and legally binding agreement of the Bank. (v) Any action by any Underwriter arising out of or based on upon this Agreement and any action by a the holder of a Security arising out of or based on upon the Securities may be instituted against the Bank in any competent court in of the jurisdiction in which the Bank has its seat, which is, on the Closing Date, Luxembourg, Grand Duchy of Luxembourg. (vi) The Registration Statement, as amended, the Final Prospectus, as amended or supplemented, any Issuer Free Writing Prospectus and their filing with the Commission have been duly authorized by and on behalf of the Bank and Bank; the Registration Statement, as amended, has been duly signed, pursuant to such authorization, by and on behalf of the Bank, and the information in the Registration Statement, as amended, the Final Prospectus, as amended or supplemented, and any Issuer Free Writing Prospectus stated on the authority of the President of the Bank has been stated by him in his the official capacity as President thereunto duly authorized by the Bank; and all statements in the Registration Statement, as amended, the Final Prospectus, as amended or supplemented, and any Issuer Free Writing Prospectus with respect to the provisions of the Treaty TFEU and the Statute are true and correct in all material respects (except that no opinion need be expressed as to the statements in the Registration Statement, the Final Prospectus or any Issuer Free Writing Prospectus with respect to the laws of the Member States). (vii) The Treaty TFEU provides that the Court of Justice of the European Union having its seat in Luxembourg (the “European Court of Justice”) has exclusive jurisdiction in certain cases involving involving, among other matters, the fulfillment by Member States of their obligations under the Statute and the lawfulness of measures adopted by the Bank’s Board of Governors and the Bank’s Board of Directors. Subject to the foregoing exclusive jurisdiction of the European Court of Justice, any litigation between the Bank and its creditors or debtors, including any claims based on guarantees made by Member States, may be determined by competent national courtscourts of the Member States. The property and assets of the Bank within the Member States are not, except by judicial decision and with the authorization of the European Court of Justice, subject to the attachment or to seizure by the way of execution.

Opinion of the Bank. The Bank shall have furnished to you, as Representatives of the Underwriters, the opinion, addressed to the Underwriters and dated the Closing Date, of the Bank, acting through its Legal DirectorateDepartment, which opinion may be given in reliance on opinions of other counsel satisfactory to you and in particular, with respect to matters of the law of the United States or any state thereof, may be given in reliance on the opinion of Cravath, Swaine & Xxxxx LLP referred to in Section 12(c), to the effect that: (i) The Treaty, including the Statute of the Bank, has been duly executed and ratified by The Kingdom of Belgium, The Republic of Bulgaria, The Republic of Croatia, The Czech Republic, The Kingdom of Denmark, The Federal Republic of Germany, The Republic of Estonia, The Hellenic Republic, The Kingdom of Spain, The French Republic, Ireland, The Italian Republic, The Republic of Cyprus, The Republic of Latvia, The Republic of Lithuania, The Grand Duchy of Luxembourg, The Republic of Hungary, The Republic of Malta, The Kingdom of the Netherlands, The Republic of Austria, The Republic of Poland, The Portuguese Republic, The Republic of Romania, The Republic of Slovenia, The Slovak Republic, The Republic of Finland, The Kingdom of Sweden and The United Kingdom of Great Britain and Northern Ireland (the “Member States”) and constitutes a legally binding obligation of the Member States under international law. (ii) The Securities have been duly and validly authorized; the Securities have been duly and validly issued; the Securities and all the covenants therein contained constitute or will constitute valid, legally binding and unconditional, direct and general obligations of the Bank in accordance with their terms; the Securities will rank pari passu with any present or future indebtedness of the Bank represented by any unsubordinated notes, bonds or other securities except indebtedness (A) incurred for all or part of the purchase price of property purchased by the Bank and unsecured notes (B) secured by any mortgage, pledge or bondsother security interest on such property but otherwise ranking pari passu with the Securities; and the Securities conform in all material respects to the descriptions thereof contained in the Final Prospectus. (iii) This Agreement has been duly authorized, executed and delivered by the Bank. (iv) The Fiscal Agency Agreement has been duly authorized, executed and delivered by the Bank and is the valid and legally binding agreement of the Bank. (v) Any action by any Underwriter based on this Agreement and any action by a holder of a Security based on the Securities may be instituted against the Bank in any competent court in the jurisdiction in which the Bank has its seat, which is, on the Closing Date, Luxembourg, Grand Duchy of Luxembourg. (vi) The Registration Statement, as amended, the Final Prospectus, as amended or supplemented, any Issuer Free Writing Prospectus and their filing with the Commission have been duly authorized by and on behalf of the Bank and the Registration Statement, as amended, has been duly signed, pursuant to such authorization, by and on behalf of the Bank, and the information in the Registration Statement, as amended, the Final Prospectus, as amended or supplemented, and any Issuer Free Writing Prospectus stated on the authority of the President of the Bank has been stated by him in his official capacity as President thereunto duly authorized by the Bank; and all statements in the Registration Statement, as amended, the Final Prospectus, as amended or supplemented, and any Issuer Free Writing Prospectus with respect to the provisions of the Treaty and the Statute are true and correct (except that no opinion need be expressed as to the statements in the Registration Statement, the Final Prospectus or any Issuer Free Writing Prospectus with respect to the laws of the Member States). (vii) The Treaty provides that the Court of Justice of the European Union Communities in Luxembourg (the “European Court of Justice”) has exclusive jurisdiction in certain cases involving the fulfillment by Member States of their obligations under the Statute and the lawfulness of measures adopted by the Board of Governors and the Bank’s Board of Directors. Subject to the foregoing exclusive jurisdiction of the European Court of Justice, any litigation between the Bank and its creditors or debtors, including any claims based on guarantees made by Member States, may be determined by competent national courts. The property and assets of the Bank within the Member States are not, except by judicial decision and with the authorization of the European Court of Justice, subject to the attachment or seizure by the way of execution.

Opinion of the Bank. The Bank shall have furnished to you, as Representatives of the Underwriters, the opinion, addressed to the Underwriters and dated the Closing Date, of the Bank, acting through its Legal DirectorateDepartment, which opinion may be given in reliance on opinions of other counsel satisfactory to you and in particular, with respect to matters of the law of the United States or any state thereof, may be given in reliance on the opinion of Cravath, Swaine & Xxxxx LLP referred to in Section 12(c), to the effect that: (i) The Treaty, including the Statute of the Bank, has been duly executed and ratified by The Kingdom of Belgium, The Republic of Bulgaria, The Republic of Croatia, The Czech Republic, The Kingdom of Denmark, The Federal Republic of Germany, The Republic of Estonia, The Hellenic Republic, The Kingdom of Spain, The French Republic, Ireland, The Italian Republic, The Republic of Cyprus, The Republic of Latvia, The Republic of Lithuania, The Grand Duchy of Luxembourg, The Republic of Hungary, The Republic of Malta, The Kingdom of the Netherlands, The Republic of Austria, The Republic of Poland, The Portuguese Republic, The Republic of Romania, The Republic of Slovenia, The Slovak Republic, The Republic of Finland, The Kingdom of Sweden and The United Kingdom of Great Britain and Northern Ireland (the “Member States”) and constitutes a legally binding obligation of the Member States under international law. (ii) The Securities have been duly and validly authorized; the Securities have been duly and validly issued; the Securities and all the covenants therein contained constitute or will constitute valid, legally binding and unconditional, direct and general obligations of the Bank in accordance with their terms; the Securities will rank pari passu with any present or future indebtedness of the Bank represented by any unsubordinated and unsecured notes or bonds; and the Securities conform in all material respects to the descriptions thereof contained in the Final Prospectus. (iii) This Agreement has been duly authorized, executed and delivered by the Bank. (iv) The Fiscal Agency Agreement has been duly authorized, executed and delivered by the Bank and is the valid and legally binding agreement of the Bank. (v) Any action by any Underwriter based on this Agreement and any action by a holder of a Security based on the Securities may be instituted against the Bank in any competent court in the jurisdiction in which the Bank has its seat, which is, on the Closing Date, Luxembourg, Grand Duchy of Luxembourg. (vi) The Registration Statement, as amended, the Final Prospectus, as amended or supplemented, any Issuer Free Writing Prospectus and their filing with the Commission have been duly authorized by and on behalf of the Bank and the Registration Statement, as amended, has been duly signed, pursuant to such authorization, by and on behalf of the Bank, and the information in the Registration Statement, as amended, the Final Prospectus, as amended or supplemented, and any Issuer Free Writing Prospectus stated on the authority of the President of the Bank has been stated by him in his official capacity as President thereunto duly authorized by the Bank; and all statements in the Registration Statement, as amended, the Final Prospectus, as amended or supplemented, and any Issuer Free Writing Prospectus with respect to the provisions of the Treaty and the Statute are true and correct (except that no opinion need be expressed as to the statements in the Registration Statement, the Final Prospectus or any Issuer Free Writing Prospectus with respect to the laws of the Member States). (vii) The Treaty provides that the Court of Justice of the European Union in Luxembourg (the “European Court of Justice”) has exclusive jurisdiction in certain cases involving the fulfillment by Member States of their obligations under the Statute and the lawfulness of measures adopted by the Board of Governors and the Bank’s Board of Directors. Subject to the foregoing exclusive jurisdiction of the European Court of Justice, any litigation between the Bank and its creditors or debtors, including any claims based on guarantees made by Member States, may be determined by competent national courts. The property and assets of the Bank within the Member States are not, except by judicial decision and with the authorization of the European Court of Justice, subject to the attachment or seizure by the way of execution.

Opinion of the Bank. The Bank shall have furnished to you, as Representatives of the Underwriters, the opinion, addressed to the Underwriters and dated the Closing Date, of the Bank, acting through its Legal DirectorateDepartment, which opinion may be given in reliance on opinions of other counsel satisfactory to you and in particular, with respect to matters of the law of the United States or any state thereof, may be given in reliance on the opinion of Cravath, Swaine & Xxxxx LLP referred to in Section 12(c), to the effect that: (i) The Treaty, including the Statute of the Bank, has been duly executed and ratified by The Kingdom of Belgium, The Republic of Bulgaria, The Republic of Croatia, The Czech Republic, The Kingdom of Denmark, The Federal Republic of Germany, The Republic of Estonia, The Hellenic Republic, The Kingdom of Spain, The French Republic, Ireland, The Italian Republic, The Republic of Cyprus, The Republic of Latvia, The Republic of Lithuania, The Grand Duchy of Luxembourg, The Republic of Hungary, The Republic of Malta, The Kingdom of the Netherlands, The Republic of Austria, The Republic of Poland, The Portuguese Republic, The Republic of Romania, The Republic of Slovenia, The Slovak Republic, The Republic of Finland, The Kingdom of Sweden and The United Kingdom of Great Britain and Northern Ireland (the “Member States”) and constitutes a legally binding obligation of the Member States under international law. (ii) The Securities have been duly and validly authorized; the Securities have been duly and validly issued; the Securities and all the covenants therein contained constitute or will constitute valid, legally binding and unconditional, direct and general obligations of the Bank in accordance with their terms; the Securities will rank pari passu with any present or future indebtedness of the Bank represented by any unsubordinated notes, bonds or other securities except indebtedness (A) incurred for all or part of the purchase price of property purchased by the Bank and unsecured notes (B) secured by any mortgage, pledge or bondsother security interest on such property but otherwise ranking pari passu with the Securities; and the Securities conform in all material respects to the descriptions thereof contained in the Final Prospectus. (iii) This Agreement has been duly authorized, executed and delivered by the Bank. (iv) The Fiscal Agency Agreement has been duly authorized, executed and delivered by the Bank and is the valid and legally binding agreement of the Bank. (v) Any action by any Underwriter based on this Agreement and any action by a holder of a Security based on the Securities may be instituted against the Bank in any competent court in the jurisdiction in which the Bank has its seat, which is, on the Closing Date, Luxembourg, Grand Duchy of Luxembourg. (vi) The Registration Statement, as amended, the Final Prospectus, as amended or supplemented, any Issuer Free Writing Prospectus and their filing with the Commission have been duly authorized by and on behalf of the Bank and the Registration Statement, as amended, has been duly signed, pursuant to such authorization, by and on behalf of the Bank, and the information in the Registration Statement, as amended, the Final Prospectus, as amended or supplemented, and any Issuer Free Writing Prospectus stated on the authority of the President of the Bank has been stated by him in his official capacity as President thereunto duly authorized by the Bank; and all statements in the Registration Statement, as amended, the Final Prospectus, as amended or supplemented, and any Issuer Free Writing Prospectus with respect to the provisions of the Treaty and the Statute are true and correct (except that no opinion need be expressed as to the statements in the Registration Statement, the Final Prospectus or any Issuer Free Writing Prospectus with respect to the laws of the Member States). (vii) The Treaty provides that the Court of Justice of the European Union Communities in Luxembourg (the “European Court of Justice”) has exclusive jurisdiction in certain cases involving the fulfillment by Member States of their obligations under the Statute and the lawfulness of measures adopted by the Board of Governors and the Bank’s Board of Directors. Subject to the foregoing exclusive jurisdiction of the European Court of Justice, any litigation between the Bank and its creditors or debtors, including any claims based on guarantees made by Member States, may be determined by competent national courts. The property and assets of the Bank within the Member States are not, except by judicial decision and with the authorization of the European Court of Justice, subject to the attachment or seizure by the way of execution.

Opinion of the Bank. The Bank shall have furnished to you, as Representatives of the Underwriters, the opinion, addressed to the Underwriters and dated the Closing Date, of the Bank, acting through its Legal Directorate, which opinion may be given in reliance on opinions of other counsel satisfactory to you and in particular, with respect to matters of the law laws of the United States or any state thereof, may be given in reliance on the opinion of CravathXxxxxxx, Swaine & Xxxxx LLP referred to in Section 12(c), to the effect that: (i) The TreatyTFEU, including the Statute of the Bank, has been duly executed and ratified by The Kingdom of Belgium, The Republic of Bulgaria, The Republic of Croatia, The Czech Republic, The Kingdom of Denmark, The Federal Republic of Germany, The Republic of Estonia, The Hellenic Republic, The Kingdom of Spain, The French Republic, Ireland, The Italian Republic, The Republic of Cyprus, The Republic of Latvia, The Republic of Lithuania, The Grand Duchy of Luxembourg, The Republic of Hungary, The Republic of Malta, The Kingdom of the Netherlands, The Republic of Austria, The Republic of Poland, The Portuguese Republic, The Republic of Romania, The Republic of Slovenia, The Slovak Republic, The Republic of Finland, Finland and The Kingdom of Sweden and The United Kingdom of Great Britain and Northern Ireland (the “Member States”) and constitutes a legally binding obligation of the Member States under international law. (ii) The Securities have been duly and validly authorized; the Securities have been duly and validly issued; the Securities Securities, and all the covenants therein contained contained, constitute or will constitute validlegal, legally valid and binding and unconditional, direct and general obligations of the Bank in accordance with their terms; the Securities will rank pari passu with any present or future indebtedness of the Bank represented by any unsubordinated and unsecured notes or bonds; and the Securities conform in all material respects to the descriptions description thereof contained in the Final Prospectus. (iii) This Agreement has been duly authorized, executed and delivered by the Bank. (iv) The Calculation Agency Agreement dated on or about the date hereof between the Bank and Citibank, N.A., London Branch, as calculation agent, relating to the Securities (the “Calculation Agency Agreement”) has been duly authorized, executed and delivered by the Bank and is a valid and legally binding agreement of the Bank. (v) The Fiscal Agency Agreement has been duly authorized, executed and delivered by the Bank and is the a valid and legally binding agreement of the Bank. (vvi) Any action by any Underwriter arising out of or based on upon this Agreement and any action by a the holder of a Security arising out of or based on upon the Securities may be instituted against the Bank in any competent court in of the jurisdiction in which the Bank has its seat, which is, on the Closing Date, Luxembourg, Grand Duchy of Luxembourg. (vivii) The Registration Statement, as amended, the Final Prospectus, as amended or supplemented, any Issuer Free Writing Prospectus and their filing with the Commission have been duly authorized by and on behalf of the Bank and Bank; the Registration Statement, as amended, has been duly signed, pursuant to such authorization, by and on behalf of the Bank, and the information in the Registration Statement, as amended, the Final Prospectus, as amended or supplemented, and any Issuer Free Writing Prospectus stated on the authority of the President of the Bank has been stated by him the President in his their official capacity as President thereunto duly authorized by the Bank; and all statements in the Registration Statement, as amended, the Final Prospectus, as amended or supplemented, and any Issuer Free Writing Prospectus with respect to the provisions of the Treaty TFEU and the Statute are true and correct in all material respects (except that no opinion need be expressed as to the statements in the Registration Statement, the Final Prospectus or any Issuer Free Writing Prospectus with respect to the laws of the Member States). (viiviii) The Treaty TFEU provides that the Court of Justice of the European Union having its seat in Luxembourg (the “European Court of Justice”) has exclusive jurisdiction in certain cases involving involving, among other matters, the fulfillment by Member States of their obligations under the Statute and the lawfulness of measures adopted by the Bank’s Board of Governors and the Bank’s Board of Directors. Subject to the foregoing exclusive jurisdiction of the European Court of Justice, any litigation between the Bank and its creditors or debtors, including any claims based on guarantees made by Member States, may be determined by competent national courtscourts of the Member States. The property and assets of the Bank within the Member States are not, except by judicial decision and with the authorization of the European Court of Justice, subject to the attachment or to seizure by the way of execution.