TELEFÓNICA EMISIONES, S.A.U. US$ 1,250,000,000 3.192 % Fixed Rate Senior Notes due 2018 US$ 750,000,000 4.570 % Fixed Rate Senior Notes due 2023 guaranteed by TELEFÓNICA, S.A.Telefonica S A • April 29th, 2013 • Telephone communications (no radiotelephone)
We have acted as Spanish counsel to Telefónica, S.A. (the “Guarantor”) and Telefónica Emisiones, S.A.U. (the “Company”), for purposes, among others, of issuing a legal opinion addressed to you in connection with the issuance by the Company of US$ 1,250,000,000 aggregate principal amount of its 3.192 % Fixed Rate Senior Notes due 2018 (the “3.192 % Fixed Rate Senior Notes”) and US$ 750,000,000 aggregate principal amount of its 4.570 % Fixed Rate Senior Notes due 2023 (the “4.570 % Fixed Rate Senior Notes” and, together with the 2018 % Fixed Rate Senior Notes, the “Notes”). The Notes will be unconditionally and irrevocably guaranteed by the Guarantor. We have taken instructions solely from the Company and the Guarantor.
