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. 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.

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.___________ (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 Serbia:] 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 /____________ [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 Serbia:]

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 ___________ ) 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 Serbia:] 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 Serbia:]

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 _______________ ) is (are) duly authorised by [e.g. by law due to her / his position (as Minister of ______/ as ______/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. ___________ (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. 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 (cb) [please list any other official authorisations, licenses and / or consents]. No other [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, consents, licenses, registrations and / or approvals of any governmental authority or agency (including authorisations etc. must be obtained under the Central / National Bank laws 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.:]