Common use of Opinion Clause in Contracts

Opinion. For the purposes of Article of the Loan Agreement, I am of the opinion that under the laws of the Republic of COUNTRY at the date hereof: 2.1 According to Article of the Constitution / Article of the law on [please specify as appropriate] the Borrower is entitled to enter into the Loan Agreement and has taken all necessary action to authorise the execution, delivery and performance of the Loan Agreement, in particular by virtue of: (a) Law(s) No(s) dated of the parliament of the Republic of COUNTRY, ratifying the Loan Agreement / approving the execution, delivery and performance of the Loan Agreement by the Borrower / [please insert as appropriate]; (b) Resolution(s) No(s) dated of the Cabinet of Ministers / of the state loan committee / [please insert governmental or administrative bodies of COUNTRY as appropriate]; (c) [please refer to other resolutions, decisions etc.]. 2.2 Ms./Mr. (and Ms./Mr. ) is (are) duly authorised by [e.g. by law due to her / his position (as Minister of / as ), by government resolution , by power of attorney of dated , etc.] to sign solely / jointly the Loan Agreement on behalf of the Borrower. The Loan Agreement as signed by Ms./Mr. (and Ms./Mr. ) has been duly executed on behalf of the Borrower and constitutes legally binding obligations of the Borrower enforceable against it at law in accordance with its terms. [Alternative 1 for Section 2.3, to be used if in addition to the documents specified in Section 2.1 and 2.2 certain official authorisations etc. must be obtained under the laws of the Republic of COUNTRY:] 2.3 For the execution and performance of the Loan Agreement by the Borrower (including without limitation the obtaining and transfer to KfW of all amounts due thereunder in the currencies specified therein), the following official approvals, authorisations, licenses, registrations and / or consents have been obtained and are in full force and effect: (a) Approval of the [Central Bank / National Bank / ], dated , No ; (b) Consent of the [Minister / Ministry of ], dated , No ; and (c) [please list any other official authorisations, licenses and / or consents]. No other official authorisations, consents, licenses, registrations and / or approvals of any governmental authority or agency (including the Central / National Bank of the Republic of COUNTRY) or court are required or advisable in connection with the execution and performance of the Loan Agreement by the Borrower (including without limitation the obtaining and transfer to KfW of all amounts due thereunder in the currencies specified therein) and the validity and enforceability of the Borrower’s obligations under the Loan Agreement. [Alternative 2 for Section 2.3, to be used only if in addition to the documents specified in Section 2.1 and 2.2 no official authorisations etc. must be obtained under the laws of the Republic of COUNTRY:]

Opinion. For the purposes of Article __ of the Loan Agreement, I am of the opinion that under the laws of the Republic of COUNTRY at the date hereof: 2.1 According to Article __ of the Constitution / Article __ of the law on [please specify as appropriate] the Borrower is entitled to enter into the Loan Agreement and has taken all necessary action to authorise the execution, delivery and performance of the Loan Agreement, in particular by virtue of: (a) Law(s) No(s) ___ dated ____ of the parliament of the Republic of COUNTRY, ratifying the Loan Agreement / approving the execution, delivery and performance of the Loan Agreement by the Borrower / [please insert as appropriate]; (b) Resolution(s) No(s) ___ dated ___ of the Cabinet of Ministers / of the state loan committee / _________ [please insert governmental or administrative bodies of COUNTRY as appropriate]; (c) [please refer to other resolutions, decisions etc.]. 2.2 Ms./Mr. _____ (and Ms./Mr. ______) is (are) duly authorised by ______ [e.g. by law due to her / his position (as Minister of ___ / as ___), by government resolution _____, by power of attorney of dated ____, etc.] to sign solely / jointly the Loan Agreement on behalf of the Borrower. The Loan Agreement as signed by Ms./Mr. _____ (and Ms./Mr. _____) has been duly executed on behalf of the Borrower and constitutes legally binding obligations of the Borrower enforceable against it at law in accordance with its terms. [Alternative 1 for Section 2.3, to be used if in addition to the documents specified in Section 2.1 and 2.2 certain official authorisations etc. must be obtained under the laws of the Republic of COUNTRY:]. 2.3 For the execution and performance of the Loan Agreement by the Borrower (including without limitation the obtaining and transfer to KfW of all amounts due thereunder in the currencies specified therein), the following official approvals, authorisations, licenses, registrations and / or consents have been obtained and are in full force and effect: (a) Approval of the _____ [Central Bank / National Bank / ____], dated ___, No ___; (b) Consent of the _____ [Minister / Ministry of ____], dated __, No __; and (c) [please list any other official authorisations, licenses and / or consents]. No other official authorisations, consents, licenses, registrations and / or approvals of any governmental authority or agency (including the Central / National Bank of the Republic of COUNTRY) or court are required or advisable in connection with the execution and performance of the Loan Agreement by the Borrower (including without limitation the obtaining and transfer to KfW of all amounts due thereunder in the currencies specified therein) and the validity and enforceability of the Borrower’s obligations under the Loan Agreement. [Alternative 2 for Section 2.3, to be used only if in addition to the documents specified in Section 2.1 and 2.2 no official authorisations etc. must be obtained under the laws of the Republic of COUNTRY:]

Opinion. For the purposes of Article of the Loan Agreement, I am of the opinion that under the laws of the Republic of COUNTRY Serbia at the date hereof: 2.1 According to Article of the Constitution / Article of the law on [please specify as appropriate] the Borrower is entitled to enter into the Loan Agreement and has taken all necessary action to authorise the execution, delivery and performance of the Loan Agreement, in particular by virtue of: (a) Law(s) No(s) dated of the parliament of the Republic of COUNTRYSerbia, ratifying the Loan Agreement / approving the execution, delivery and performance of the Loan Agreement by the Borrower / [please insert as appropriate]; (b) Resolution(s) No(s) dated of the Cabinet of Ministers / of the state loan committee / [please insert governmental or administrative bodies of COUNTRY Serbia as appropriate]; (c) [please refer to other resolutions, decisions etc.]. 2.2 Ms./Mr. (and Ms./Mr. ) is (are) duly authorised by [e.g. by law due to her / his position (as Minister of / as ), by government resolution , by power of attorney of dated , etc.] to sign solely / jointly the Loan Agreement on behalf of the Borrower. The Loan Agreement as signed by Ms./Mr. (and Ms./Mr. ) has been duly executed on behalf of the Borrower and constitutes legally binding obligations of the Borrower enforceable against it at law in accordance with its terms. [Alternative 1 for Section 2.3, to be used if in addition to the documents specified in Section 2.1 and 2.2 certain official authorisations etc. must be obtained under the laws of the Republic of COUNTRYSerbia:] 2.3 For the execution and performance of the Loan Agreement by the Borrower (including without limitation the obtaining and transfer to KfW of all amounts due thereunder in the currencies specified therein), the following official approvals, authorisations, licenses, registrations and / or consents have been obtained and are in full force and effect: (a) Approval of the [Central Bank / National Bank / ], dated , No ; (b) Consent of the [Minister / Ministry of ], dated , No ; and and (c) [please list any other official authorisations, licenses and / or consents]. No other official authorisations, consents, licenses, registrations and / or approvals of any governmental authority or agency (including the Central / National Bank of the Republic of COUNTRYSerbia) or court are required or advisable in connection with the execution and performance of the Loan Agreement by the Borrower (including without limitation the obtaining and transfer to KfW of all amounts due thereunder in the currencies specified therein) and the validity and enforceability of the Borrower’s obligations under the Loan Agreement. [Alternative 2 for Section 2.3, to be used only if in addition to the documents specified in Section 2.1 and 2.2 no official authorisations etc. must be obtained under the laws of the Republic of COUNTRYSerbia:]

Opinion. For the purposes of Article of the Loan Agreement, I am of the opinion that under the laws of the Republic of COUNTRY at the date hereof: 2.1 According to Article of the Constitution / Article of the law on [please specify as appropriate] the Borrower is entitled to enter into the Loan Agreement and has taken all necessary action to authorise the execution, delivery and performance of the Loan Agreement, in particular by virtue of: (a) Law(s) No(s) dated of the parliament of the Republic of COUNTRY, ratifying the Loan Agreement / approving the execution, delivery and performance of the Loan Agreement by the Borrower / [please insert as appropriate]; (b) Resolution(s) No(s) dated of the Cabinet of Ministers / of the state loan committee / [please insert governmental or administrative bodies of COUNTRY as appropriate]; (c) [please refer to other resolutions, decisions etc.]. . 2.2 Ms./Mr. (:(and Ms./Mr. ) is (are) duly authorised by [e.g. by law due to her / his position (as Minister of / as ), by government resolution , by power of attorney of dated , etc.] to sign solely / jointly the Loan Agreement on behalf of the Borrower. The Loan Agreement as signed by Ms./Mr. (and Ms./Mr. ) has been duly executed on behalf of the Borrower and constitutes legally binding obligations of the Borrower enforceable against it at law in accordance with its terms. [Alternative 1 for Section 2.3, to be used if in addition to the documents specified in Section 2.1 and 2.2 certain official authorisations etc. must be obtained under the laws of the Republic of COUNTRY:] 2.3 For the execution and performance of the Loan Agreement by the Borrower (including without limitation the obtaining and transfer to KfW of all amounts due thereunder in the currencies specified therein), the following official approvals, authorisations, licenses, registrations and / or consents have been obtained and are in full force and effect: (a) Approval of the [Central Bank / National Bank / ], dated , No ; (b) Consent of the [Minister / Ministry of ], dated , No ; and (c) [please list any other official authorisations, licenses and / or consents]. No other official authorisations, consents, licenses, registrations and / or approvals of any governmental authority or agency (including the Central / National Bank of the Republic of COUNTRY) or court are required or advisable in connection with the execution and performance of the Loan Agreement by the Borrower (including without limitation the obtaining and transfer to KfW of all amounts due thereunder in the currencies specified therein) and the validity and enforceability of the Borrower’s obligations under the Loan Agreement. [Alternative 2 for Section 2.3, to be used only if in addition to the documents specified in Section 2.1 and 2.2 no official authorisations etc. must be obtained under the laws of the Republic of COUNTRY:]

Opinion. For the purposes of Article of the Loan Agreement, I am of the opinion that under the laws of the Republic of COUNTRY Serbia at the date hereof: 2.1 According to Article of the Constitution / Article of the law on [please specify as appropriate] the Borrower is entitled to enter into the Loan Agreement and has taken all necessary action to authorise the execution, delivery and performance of the Loan Agreement, in particular by virtue of: (a) Law(s) No(s) dated of the parliament of the Republic of COUNTRYSerbia, ratifying the Loan Agreement / approving the execution, delivery and performance of the Loan Agreement by the Borrower / [please insert as appropriate]; (b) Resolution(s) No(s) dated of the Cabinet of Ministers / of the state loan committee / [please insert governmental or administrative bodies of COUNTRY Serbia as appropriate]; (c) [please refer to other resolutions, decisions etc.]. 2.2 Ms./Mr. (and Ms./Mr. ) is (are) duly authorised by [e.g. by law due to her / his position (as Minister of / as ), by government resolution , by power of attorney of dated , etc.] to sign solely / jointly the Loan Agreement on behalf of the Borrower. The Loan Agreement as signed by Ms./Mr. (and Ms./Mr. ) has been duly executed on behalf of the Borrower and constitutes legally binding obligations of the Borrower enforceable against it at law in accordance with its terms. [Alternative 1 for Section 2.3, to be used if in addition to the documents specified in Section 2.1 and 2.2 certain official authorisations etc. must be obtained under the laws of the Republic of COUNTRYSerbia:] 2.3 For the execution and performance of the Loan Agreement by the Borrower (including without limitation the obtaining and transfer to KfW of all amounts due thereunder in the currencies specified therein), the following official approvals, authorisations, licenses, registrations and / or consents have been obtained and are in full force and effect: (a) Approval of the [Central Bank / National Bank / ], dated , No ; (b) Consent of the [Minister / Ministry of ], dated , No ; and (c) [please list any other official authorisations, licenses and / or consents]. No other official authorisations, consents, licenses, registrations and / or approvals of any governmental authority or agency (including the Central / National Bank of the Republic of COUNTRYSerbia) or court are required or advisable in connection with the execution and performance of the Loan Agreement by the Borrower (including without limitation the obtaining and transfer to KfW of all amounts due thereunder in the currencies specified therein) and the validity and enforceability of the Borrower’s obligations under the Loan Agreement. [Alternative 2 for Section 2.3, to be used only if in addition to the documents specified in Section 2.1 and 2.2 no official authorisations etc. must be obtained under the laws of the Republic of COUNTRYSerbia:]

Opinion. For the purposes of Article _ of the Loan Agreement, I am of the opinion that under the laws of the Republic of COUNTRY at the date hereof: 2.1 According to Article _ of the Constitution / Article of the law on [please specify as appropriate] the Borrower is entitled to enter into the Loan Agreement and has taken all necessary action to authorise the execution, delivery and performance of the Loan Agreement, in particular by virtue of: (a) Law(s) No(s) dated _ of the parliament of the Republic of COUNTRY, ratifying the Loan Agreement / approving the execution, delivery and performance of the Loan Agreement by the Borrower / [please insert as appropriate]; (b) Resolution(s) No(s) dated _ of the Cabinet of Ministers / of the state loan committee / _ [please insert governmental or administrative bodies of COUNTRY as appropriate]; (c) [please refer to other resolutions, decisions etc.]. 2.2 Ms./Mr. _ (and Ms./Mr. ) is (are) duly authorised by [e.g. by law due to her / his position (as Minister of _ _/ as ), by government resolution _, by power of attorney of dated , etc.] to sign solely / jointly the Loan Agreement on behalf of the Borrower. The Loan Agreement as signed by Ms./Mr. (and Ms./Mr. ) has been duly executed on behalf of the Borrower and constitutes legally binding obligations of the Borrower enforceable against it at law in accordance with its terms. [Alternative 1 for Section 2.3, to be used if in addition to the documents specified in Section 2.1 and 2.2 certain official authorisations etc. must be obtained under the laws of the Republic of COUNTRY:] 2.3 For the execution and performance of the Loan Agreement by the Borrower (including without limitation the obtaining and transfer to KfW of all amounts due thereunder in the currencies specified therein), the following official approvals, authorisations, licenses, registrations and / or consents have been obtained and are in full force and effect: (a) Approval of the [Central Bank / National Bank / ], dated _, No ; (b) Consent of the [Minister / Ministry of _], dated , No ; and (c) [please list any other official authorisations, licenses and / or consents]. No other official authorisations, consents, licenses, registrations and / or approvals of any governmental authority or agency (including the Central / National Bank of the Republic of COUNTRY) or court are required or advisable in connection with the execution and performance of the Loan Agreement by the Borrower (including without limitation the obtaining and transfer to KfW of all amounts due thereunder in the currencies specified therein) and the validity and enforceability of the Borrower’s obligations under the Loan Agreement. [Alternative 2 for Section 2.3, to be used only if in addition to the documents specified in Section 2.1 and 2.2 no official authorisations etc. must be obtained under the laws of the Republic of COUNTRY:]

Opinion. For the purposes of Article ____ of the Loan Agreement, I am of the opinion that under the laws of the Republic of COUNTRY Serbia at the date hereof: 2.1 According to Article ___ of the Constitution / Article ___ of the law on ________ [please specify as appropriate] the Borrower is entitled to enter into the Loan Agreement and has taken all necessary action to authorise the execution, delivery and performance of the Loan Agreement, in particular by virtue of: (a) Law(s) No(s) ____ dated ________ of the parliament of the Republic of COUNTRYSerbia, ratifying the Loan Agreement / approving the execution, delivery and performance of the Loan Agreement by the Borrower / ___________ [please insert as appropriate]; (b) Resolution(s) No(s) ______ dated ________ of the Cabinet of Ministers / of the state loan committee / ____________ [please insert governmental or administrative bodies of COUNTRY Serbia as appropriate]; (c) [please refer to other resolutions, decisions etc.]. 2.2 Ms./Mr. ___________ (and Ms./Mr. __________) is (are) duly authorised by ___________ [e.g. by law due to her / his position (as Minister of __________ / as _________), by government resolution ___________, by power of attorney of ___________ dated ________, etc.] to sign solely / jointly the Loan Agreement on behalf of the Borrower. The Loan Agreement as signed by Ms./Mr. __________ (and Ms./Mr. _________) has been duly executed on behalf of the Borrower and constitutes legally binding obligations of the Borrower enforceable against it at law in accordance with its terms. [Alternative 1 for Section 2.3, to be used if in addition to the documents specified in Section 2.1 and 2.2 certain official authorisations etc. must be obtained under the laws of the Republic of COUNTRYSerbia:] 2.3 For the execution and performance of the Loan Agreement by the Borrower (including without limitation the obtaining and transfer to KfW of all amounts due thereunder in the currencies specified therein), the following official approvals, authorisations, licenses, registrations and / or consents have been obtained and are in full force and effect: (a) Approval of the ____________ [Central Bank / National Bank / ___________], dated _________, No _______; (b) Consent of the ________________ [Minister / Ministry of ____________], dated ______, No _____; and (c) [please list any other official authorisations, licenses and / or consents]. No other official authorisations, consents, licenses, registrations and / or approvals of any governmental authority or agency (including the Central / National Bank of the Republic of COUNTRYSerbia) or court are required or advisable in connection with the execution and performance of the Loan Agreement by the Borrower (including without limitation the obtaining and transfer to KfW of all amounts due thereunder in the currencies specified therein) and the validity and enforceability of the Borrower’s obligations under the Loan Agreement. [Alternative 2 for Section 2.3, to be used only if in addition to the documents specified in Section 2.1 and 2.2 no official authorisations etc. must be obtained under the laws of the Republic of COUNTRYSerbia:]

Opinion. For the purposes of Article of the Loan Agreement, I am of the opinion that under the laws of the Republic of COUNTRY at the date hereof: 2.1 According to Article of the Constitution / Article of the law on _ [please specify as appropriate] the Borrower Xxxxxxxx is entitled to enter into the Loan Agreement and has taken all necessary action to authorise the execution, delivery and performance of the Loan Agreement, in particular by virtue of: (a) Law(s) No(s) dated of the parliament of the Republic of COUNTRY, ratifying the Loan Agreement / approving the execution, delivery and performance of the Loan Agreement by the Borrower / [please insert as appropriate]; (b) Resolution(s) No(s) dated of the Cabinet of Ministers / of the state loan committee / [please insert governmental or administrative bodies of COUNTRY as appropriate];/ (c) [please refer to other resolutions, decisions etc.]. 2.2 Ms./Mr. _ (and Ms./Mr. ) is (are) duly authorised by [e.g. by law due to her / his position (as Minister of / as ), by government resolution _ , by power of attorney of dated , etc.] to sign solely / jointly the Loan Loan Agreement on behalf of the Borrower. The Loan Agreement as signed by Ms./Mr. (and Ms./Mr. ) has been duly executed on behalf of the Borrower and constitutes legally binding obligations of the Borrower enforceable against it at law in accordance with its terms. [Alternative 1 for Section 2.3, to be used if in addition to the documents specified in Section 2.1 and 2.2 certain official authorisations etc. must be obtained under the laws of the Republic of COUNTRY:] 2.3 For the execution and performance of the Loan Agreement by the Borrower (including without limitation the obtaining and transfer to KfW of all amounts due thereunder in the currencies specified therein), the following official approvals, authorisations, licenses, registrations and / or consents have been obtained and are in full force and effect: (a) Approval of the [Central Bank / National Bank / ], dated , No _ ; (b) Consent of the __ [Minister / Ministry of ], dated , No ; and (c) [please list any other official authorisations, licenses and / or consents]. No other official authorisations, consents, licenses, registrations and / or approvals of any governmental authority or agency (including the Central / National Bank of the Republic of COUNTRY) or court are required or advisable in connection with the execution and performance of the Loan Agreement by the Borrower (including without limitation the obtaining and transfer to KfW of all amounts due thereunder in the currencies specified therein) and the validity and enforceability of the Borrower’s obligations under the Loan Agreement. [Alternative 2 for Section 2.3, to be used only if in addition to the documents specified in Section 2.1 and 2.2 no official authorisations etc. must be obtained under the laws of the Republic of COUNTRY:].

Opinion. For the purposes of Article of the Loan Agreement, I am of the opinion that under the laws of the Republic of COUNTRY at the date hereof: 2.1 According to Article of the Constitution / Article of the law on [please specify as appropriate] the Borrower is entitled to enter into the Loan Agreement and has taken all necessary action to authorise the execution, delivery and performance of the Loan Agreement, in particular by virtue of: (a) Law(s) No(s) dated of the parliament of the Republic of COUNTRY, ratifying the Loan Agreement / approving the execution, delivery and performance of the Loan Agreement by the Borrower / [please insert as appropriate];/ (b) Resolution(s) No(s) dated of the Cabinet of Ministers / of the state loan committee / [please insert governmental or administrative bodies of COUNTRY as appropriate];/ (c) [please refer to other resolutions, decisions etc.]. 2.2 Ms./Mr. (and Ms./Mr. ) is (are) duly authorised by [e.g. by law due to her / his position (as Minister of / as ), by government resolution , by power of attorney of dated , etc.] to sign solely / jointly the Loan Loan Agreement on behalf of the Borrower. The Loan Agreement as signed by Ms./Mr. (and Ms./Mr. ) has been duly executed on behalf of the Borrower and constitutes legally binding obligations of the Borrower enforceable against it at law in accordance with its terms. [Alternative 1 for Section 2.3, to be used if in addition to the documents specified in Section 2.1 and 2.2 certain official authorisations etc. must be obtained under the laws of the Republic of COUNTRY:] 2.3 For the execution and performance of the Loan Agreement by the Borrower (including without limitation the obtaining and transfer to KfW of all amounts due thereunder in the currencies specified therein), the following official approvals, authorisations, licenses, registrations and / or consents have been obtained and are in full force and effect: (a) Approval of the [Central Bank / National Bank / ], dated , No ; (b) Consent of the [Minister / Ministry of ], dated , No ; and (c) [please list any other official authorisations, licenses and / or consents]. No other official authorisations, consents, licenses, registrations and / or approvals of any governmental authority or agency (including the Central / National Bank of the Republic of COUNTRY) or court are required or advisable in connection with the execution and performance of the Loan Agreement by the Borrower (including without limitation the obtaining and transfer to KfW of all amounts due thereunder in the currencies specified therein) and the validity and enforceability of the Borrower’s obligations under the Loan Agreement. [Alternative 2 for Section 2.3, to be used only if in addition to the documents specified in Section 2.1 and 2.2 no official authorisations etc. must be obtained under the laws of the Republic of COUNTRY:].