Exhibit 5.2
[GRAPHIC OMITTED XXXXXXXX & XXXXXXXX] 00, xxx Xxxx Xxxxxx
A Limited Liability Partnership 75008 Paris, France
Avocats au barreau de paris _________
Frankfurt o london
Telephone: x00 (0) 0 00 00 00 00
Facsimile: x00 (0) 0 00 00 00 10 Los Angeles o New York o
Palo Alto o Washington, D.C.
XXX.XXXXXXXX.XXX Beijing o Hong Kong o Tokyo
Melbourne o Sydney
December 1, 2005
ING Groep N.V.,
Xxxxxxxxxxxxxxx 000,
0000 XX Xxxxxxxxx,
Xxx Xxxxxxxxxxx.
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933 (the
"Act") of (i) debt securities (the "Securities") of ING Groep N.V., a company
organized under the laws of the Netherlands (the "Company"), (ii) the Ordinary
Shares of the Company, (iii) preference shares of the Company and (iv) Bearer
Depositary Receipts in respect of the Ordinary Shares and preference shares of
the Company, we, as your United States counsel, have examined such corporate
records, certificates and other documents, and such questions of law, as we have
considered necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, we advise you that, in our opinion,
when the Registration Statement has been duly filed and has become automatically
effective under the Act, the Indenture relating to the Securities has been duly
authorized, executed and delivered, the terms of the Securities and of their
issuance and sale have been duly established in conformity with the Indenture
relating to the Securities so as not to violate any applicable law or result in
a default under or breach of any agreement or instrument binding upon the
Company and so as to comply with any requirement or restriction imposed by any
court or governmental body having jurisdiction over the Company, and the
Securities have been duly authorized, executed and authenticated in accordance
with the Indenture and issued and sold as contemplated in the Registration
Statement, the Securities will constitute valid and legally binding obligations
of the Company, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors' rights and to general equity principles.
We note that, as of the date of this opinion, a judgment for money in an
action based on a Security denominated in a foreign currency or currency unit in
a Federal or state court in the United States ordinarily would be enforced in
the United States only in United States dollars. The date used to determine the
rate of conversion of the foreign currency or currency unit in which a
particular Security is denominated
ING Groep N.V.
into United States dollars will depend upon various factors, including which
court renders the judgment. Under Section 27 of the New York Judiciary Law, a
state court in the State of New York rendering a judgment on a Security would be
required to render such judgment in the foreign currency or currency unit in
which the Securities were denominated, and such judgment would be converted into
United States dollars at the exchange rate prevailing on the date of entry of
the judgment.
The foregoing opinion is limited to the Federal laws of the United States
and the laws of the State of New York, and we are expressing no opinion as to
the effect of the laws of any other jurisdiction. With respect to all matters of
Dutch law, we have relied upon the opinion, dated the date hereof, of De Brauw
Blackstone Westbroek N.V., and our opinion is subject to the same assumptions,
qualifications and limitations with respect to such matters as are contained in
such opinion of De Brauw Blackstone Westbroek N.V.
Also, we have relied as to certain matters on information obtained from
public officials, officers of the Company and other sources believed by us to be
responsible, and we have assumed that the Indenture has been duly authorized,
executed and delivered by the Trustee thereunder, an assumption which we have
not independently verified.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to us under the heading "Validity
of the Securities" in the Prospectus. In giving such consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Act.
Very truly yours,
/s/ Xxxxxxxx & Xxxxxxxx LLP
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