Exhibit 4.4
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XXXXXX & XXXXXX
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March 21, 2003
Ministry of Finance
Government of Israel
0 Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxx 00000
ISRAEL
Ladies and Gentlemen:
We have acted as special United States counsel for the Government of
Israel ("Israel"), in connection with the preparation of the registration
statement under Schedule B (the "Registration Statement"), filed with the
Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Act"), pursuant to which Israel is
registering U.S.$2,000,000,000 aggregate principal or maturity amount of
its Bonds (the "Bonds") to be offered and sold from time to time as set
forth in the Registration Statement and the prospectus (the "Prospectus")
contained therein. We are also familiar with the form of Underwriting
Agreement and the Master Fiscal Agency Agreement (together, the
"Agreements") referred to in the Registration Statement.
In rendering the opinion expressed below, we have examined such
certificates of public officials, corporate documents and records and
other certificates and instruments, and have made such other
investigations, as we have deemed necessary in connection with the opinion
set forth herein. Furthermore, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as
originals, the authority of Israel to enter into the Agreements and cause
the issuance of the bonds, and the conformity to authentic originals of
all documents submitted to us as copies.
This opinion is limited to the federal laws of the United States and
the laws of the State of New York, and we do not express any opinion
herein concerning the laws of any other jurisdiction. Insofar as the
opinion set forth herein relates to matters of the law of Israel we have
relied upon the opinion of the Legal Advisor to the Ministry of Finance of
the State of Israel, a copy of which is being filed as Exhibit 4(3) to the
Registration Statement, and our opinion herein is subject to any and all
exceptions and reservations set forth therein.
Based upon and subject to the foregoing, we are of the opinion that
when the Bonds have been duly authorized, issued, and executed by Israel
and authenticated, paid for and delivered as contemplated by the
Agreements, the Prospectus and any amendment
Ministry of Finance
March 21, 2003
Page 2
and supplement thereto, the Bonds will constitute valid and legally
binding direct and unconditional obligations of Israel under the laws of
the State of New York, subject to bankruptcy, insolvency, reorganization,
fraudulent conveyance, moratorium, receivership and similar laws relating
to or affecting creditors' rights generally and to equitable principles
(regardless of whether enforcement is sought in a proceeding in equity or
at law).
We are also of the opinion that the principal anticipated federal
income tax consequences of the purchase, ownership, and disposition of the
Bonds are as set forth in that section of the Prospectus entitled "United
States Taxation."
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the
headings "United States Taxation" and "Validity of the Bonds" in the
Registration Statement. In giving the foregoing consent, we do not thereby
admit that we are in the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Commission
thereunder.
Very truly yours,
/s/ Xxxxxx & Xxxxxx
