Documents Reviewed. In arriving at our opinions, we have reviewed the following documents: (a) a copy of the Underwriting Agreement; (b) a copy of the global notes dated [on the date hereof] evidencing the Notes and a copy of the guarantee dated [on the date hereof], executed and delivered by the Guarantor and endorsed on each security certificate representing the Notes (the “Guarantee”); (c) a copy of the public deed of issue of the Notes (escritura de emisión) executed on June [—], 2014, before the Notary Public of Madrid ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ García Lombardía under number [—] of his official records (the “Public Deed of Issuance”); (d) a copy of the announcement related to the issue of the Notes published in the Official Bulletin of the Commercial Registry (Boletín Oficial del Registro Mercantil) on June [—], 2014; (e) a copy of the Registration Statement on form F-3 registered with the United States Securities and Exchange Commission (including the base prospectus attached thereto) dated May 22, 2012, with file number 333-181576 (the “Registration Statement”); (f) a copy of the preliminary prospectus supplement dated June [—], 2014, filed with the United States Securities and Exchange Commission on June [—], 2014; (g) a copy of the final prospectus supplement relating to the offering of the Notes dated June [—], 2014, filed with the United States Securities and Exchange Commission on June [—], 2014 (the “Prospectus Supplement”); (h) a copy of the indenture dated as of May 22, 2012, among the Company, the Guarantor and The Bank of New York Mellon (the “Indenture”); (i) a copy of the supplemental indenture dated as of June [—], 2014, among the Company, the Guarantor and The Bank of New York Mellon (the “Supplemental Indenture”); (j) the information publicly available on the website of the Spanish Central Commercial Registry (▇▇▇.▇▇▇.▇▇) with respect to the Company and the Guarantor on June [—], 2014; (k) a copy of the articles of association (estatutos) of the Guarantor, as publicly available at the web page of the Guarantor (▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇) on June [—], 2014; (l) a certification with respect to the Guarantor regarding its due existence and the composition of its Board of Directors issued by the Commercial Registry of Madrid on June [—], 2014 and a literal certification with respect to the Company issued by the Commercial Registry of Madrid on June [—], 2014; (m) a copy of a certification of certain resolutions approved by the Executive Commission of the Guarantor at its meeting held on March 21, 2012; (n) a copy of a certification of certain resolutions adopted by the Guarantor as sole shareholder (accionista único) of the Company on May 9, 2012, and on April 10, 2014; (o) a copy of a certification of certain resolutions approved by the General Shareholders’ Meeting of the Guarantor on May 30, 2014; and (p) a copy of a certification of certain resolutions approved by the Board of Directors of the Guarantor at its meeting held on May 30, 2014. The Underwriting Agreement, the Indenture, the Supplemental Indenture, the Notes and the Guarantee will be hereinafter collectively referred to as the “Documents”.
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Documents Reviewed. In arriving at our opinions, we have reviewed the following documents:
(a1) a copy of the Underwriting Agreement;
(b2) a copy of the global notes dated April [on the date hereof] —], 2013 evidencing the Notes and a copy of the guarantee dated April [on the date hereof—], 2013, executed and delivered by the Guarantor and endorsed on each security certificate representing the Notes (the “Guarantee”);
(c3) a copy of the public deed of issue of the Notes (escritura de emisión) executed on June April [—], 20142013, before the Notary Public of Madrid ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ García Lombardía Mr. [—] under number [—] of his official records (the “Public Deed of Issuance”);
(d4) a copy of the announcement related to the issue of the Notes published in the Official Bulletin of the Commercial Registry (Boletín Oficial del Registro Mercantil) on June April [—], 20142013;
(e5) a copy of the Registration Statement on form F-3 registered with the United States Securities and Exchange Commission (including the base prospectus attached thereto) dated May 22, 2012, with file number 333-181576 (the “Registration Statement”);
(f6) a copy of the preliminary prospectus supplement dated June April [—], 20142013, filed with the United States Securities and Exchange Commission on June April [—], 20142013;
(g7) a copy of the final prospectus supplement relating to the offering of the Notes dated June April [—], 20142013, filed with the United States Securities and Exchange Commission on June April [—], 2014 2013 (the “Prospectus Supplement”);
(h) 8) a copy of the indenture dated as of May 22, 2012, among the Company, the Guarantor and The Bank of New York Mellon (the “Indenture”);
(i9) a copy of the supplemental indenture indentures, one with respect to the [—] % Fixed Rate Senior Notes and one with respect to the [—] % Fixed Rate Senior Notes, each dated as of June April [—], 20142013, among the Company, the Guarantor and The Bank of New York Mellon (collectively, the “Supplemental IndentureIndentures”);
(j10) the information publicly available on the website of the Spanish Central Commercial Registry (▇▇▇.▇▇▇.▇▇) with respect to the Company and the Guarantor on June April [—], 20142013;
(k11) a copy of the articles of association (estatutos) of the Guarantor, as publicly available at the web page of the Guarantor (▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇) on June April [—], 20142013;
(l12) a certification with respect to the Guarantor regarding its due existence and the composition of its Board of Directors issued by the Commercial Registry of Madrid on June [—]April 1, 2014 2013 and a literal certification with respect to the Company issued by the Commercial Registry of Madrid on June April 1, 2013;
(13) a copy of forms PE-1 (declaración de préstamos y créditos exteriores) (one with respect to each of the [—] % Fixed Rate Senior Notes and the [—] % Fixed Rate Senior Notes), each dated April [—], 20142013;
(m14) a copy of a certification of certain resolutions approved by the General Shareholders’ Meeting of the Guarantor on June 2, 2010;
(15) a copy of a certification of certain resolutions approved by the Board of Directors of the Guarantor at its meeting held on September 28, 2010;
(16) a copy of a certification of certain resolutions approved by the Executive Commission of the Guarantor at its meeting held on March 21, 2012;; and
(n17) a copy of a certification of certain resolutions adopted by the Guarantor as sole shareholder (accionista único) of the Company on May 9, 2012, and on April 10, 2014;
(o) a copy of a certification of certain resolutions approved by the General Shareholders’ Meeting of the Guarantor on May 30, 2014; and
(p) a copy of a certification of certain resolutions approved by the Board of Directors of the Guarantor at its meeting held on May 30, 2014. The Underwriting Agreement, the Indenture, the Supplemental IndentureIndentures, the Notes and the Guarantee will be hereinafter collectively referred to as the “Documents”.
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Documents Reviewed. In arriving at our opinions, we have reviewed the following documents:
(a1) a copy of the Underwriting Agreement;
(b2) a copy of the global notes dated on [on the date hereof] March 8], 2017 evidencing the Notes and a copy of the guarantee dated on [on the date hereofMarch 8], 2017, executed and delivered by the Guarantor and endorsed on each security certificate representing the Notes (the “Guarantee”);
(c3) a copy of the public deed of issue of the Notes (escritura de emisión) executed on June [—March 2], 20142017, before the Notary Public of Madrid ▇▇. Mr. [▇▇▇▇ ▇▇▇▇▇▇ García Lombardía ▇▇▇▇▇▇ Lombardía] under number [—] of his official records records[, which has been filed for registration (presentada a inscripción) with the Commercial Registry of Madrid] (the “Public Deed of Issuance”);
(d) a copy of the announcement related to the issue of the Notes published in the Official Bulletin of the Commercial Registry (Boletín Oficial del Registro Mercantil) on June [—], 2014;
(e4) a copy of the Registration Statement on form F-3 registered with the United States Securities and Exchange Commission (including the base prospectus attached thereto) dated May 22[—] [—], 2012[—], with file number 333-181576 [—] (the “Registration Statement”);
(f5) a copy of the preliminary prospectus supplement dated June [—March 1], 20142017, filed with the United States Securities and Exchange Commission on June [—March 1], 20142017;
(g6) a copy of the final prospectus supplement relating to the offering of the Notes dated June [—March 1], 20142017, filed with the United States Securities and Exchange Commission on June [—March 2], 2014 2017 (the “Prospectus Supplement”);
(h7) a copy of the indenture dated as of May 22, 2012, among the Company, the Guarantor and The Bank of New York Mellon (the “Indenture”);
(i) 8) a copy of the supplemental indenture dated as of June [—March 8], 20142017, among the Company, the Guarantor and The Bank of New York Mellon in connection with the 2027 Fixed Rate Senior Notes (the “Forth Supplemental Indenture”);
(j9) a copy of the supplemental indenture dated [March 8], 2017, among the Company, the Guarantor and The Bank of New York Mellon in connection with the 2047 Fixed Rate Senior Notes (the “Fifth Supplemental Indenture”, and, together with the Forth Supplemental Indenture, the “Supplemental Indentures”);
(10) the information publicly available on the website of the Spanish Central Commercial Registry (▇▇▇.▇▇▇.▇▇) with respect to the Company and the Guarantor on June [—] [—], 2014[—];
(k11) a copy of the articles of association (estatutos) of the Guarantor, as publicly available at the web page of the Guarantor (▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇) on June [—] [—], 2014[—];
(l12) a certification with respect to the Guarantor regarding its due existence and the composition of its Board of Directors issued by the Commercial Registry of Madrid on June [—]February 15, 2014 2017 and a literal certification with respect to the Company issued by the Commercial Registry of Madrid on June [—]February 16, 20142017;
(m) a copy of a certification of certain resolutions approved by the Executive Commission of the Guarantor at its meeting held on March 21, 2012;
(n13) a copy of a certification of certain resolutions adopted by the Guarantor as sole shareholder (accionista único) of the Company on May 94, 2012, and on April 10, 20142015;
(o14) a copy of a certification of certain resolutions approved by the General Shareholders’ Meeting of the Guarantor on May 30, 2014; and;
(p15) a copy of a certification of certain resolutions approved by the Board of Directors of the Guarantor at its meeting held on May 30, 2014. ;
(16) a copy of a certification of certain resolutions approved by the Executive Commission of the Guarantor at its meeting held on April 29, 2015;
(17) a copy of a certification of certain resolutions approved by the Executive Commission of the Guarantor at its meeting held on February 10, 2017; and
(18) a copy of the [—] (the “Agency Agreement”) The Underwriting Agreement, the Indenture, the Supplemental IndentureIndentures, the Notes and the Guarantee will be hereinafter collectively referred to as the “Documents”.
Appears in 1 contract
Documents Reviewed. In arriving at our opinionsthe opinions expressed below, we have reviewed the following documents:
(a1) a A copy of the Underwriting Agreement;.
(b2) a A copy of the global notes dated [on the date hereof] February 16, 2011 evidencing the Notes and a copy of the guarantee dated [on the date hereof], executed and delivered by the Guarantor and endorsed on each security certificate representing the Notes (the “Guarantee”);.
(c3) a A copy of the public deed of issue of the Notes (escritura de emisión) executed on June [—]February 9, 20142011, before the Notary Public of Madrid ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ García Lombardía Mr. [•] under number [—•] of his official records (the “Public Deed of Issuance”);.
(d4) a A copy of the announcement related to the issue of the Notes published in the Official Bulletin of the Commercial Mercantile Registry (Boletín Oficial del Registro Mercantil) on June February [—•], 2014;2011.
(e5) a A copy of the Registration Statement on form F-3 registered with the United States Securities and Exchange Commission (including the base prospectus attached thereto) dated May 228, 20122009, with file number 333-181576 159062 (the “Registration StatementF-3”);.
(f6) a A copy of the preliminary prospectus supplement dated June [—]February 7, 20142011, filed with the United States Securities and Exchange Commission on June [—]February 7, 2014;2011.
(g7) a A copy of the final prospectus supplement relating to the offering of the Notes dated June [—]February 7, 20142011, filed with the United States Securities and Exchange Commission on June [—]February 8, 2014 2011 (the “Prospectus Supplement”);.
(h) a 8) A copy of the indenture dated as of May 228, 20122009, among the Company, the Guarantor and The Bank of New York Mellon THE BANK OF NEW YORK MELLON (the “Indenture”);.
(i9) a A copy of the supplemental indenture indentures, one with respect to the 3.992% Fixed Rate Senior Notes and one with respect to the 5.462% Fixed Rate Senior Notes, each dated as of June [—]February 16, 20142011, among the Company, the Guarantor and The Bank of New York Mellon THE BANK OF NEW YORK MELLON (collectively, the “Supplemental IndentureIndentures”);.
(j10) A copy of the tax certification agency agreement dated as of June 20, 2006, among the Company, the Guarantor, ACUPAY SYSTEM LLC (“Acupay”) and THE BANK OF NEW YORK (as successor to JPMORGAN CHASE BANK, N.A.), as amended by the letter of appointment dated February 16, 2011, among the Company, the Guarantor and Acupay (jointly, the “Tax Certification Agency Agreement”).
(11) The information publicly available on the website of the Spanish Central Commercial Mercantile Registry (▇▇▇.▇▇▇.▇▇) with respect to the Company and the Guarantor on June February [—•], 2014;2011.
(k12) a A copy of the articles of association by-laws (estatutos) of the Guarantor, as publicly available at the web Web page of the Guarantor (▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇) on June February [—•], 2014;2011.
(l13) a A certification with respect to the Guarantor regarding its due existence and the composition of its Board of Directors issued by the Commercial Registry of Madrid on June [—], 2014 and a literal certification with respect related to the Company issued by the Commercial Mercantile Registry of Madrid on June November 15, 2010.
(14) A copy of forms PE-1 (declaración de préstamos y créditos exteriores) (one with respect each of the 3.992% Fixed Rate Senior Notes and the 5.462% Fixed Rate Senior Notes), each dated February [—•], 2014;2011.
(m15) a A copy of a certification of certain the resolutions approved by the Executive Commission Committee of the Guarantor at its meeting held on March 21April 7, 2012;2006.
(n16) a A copy of a certification of certain the resolutions adopted by the Guarantor as sole shareholder (accionista único) of the Company on May 9April 7, 2012, and on April 10, 2014;2006.
(o17) a A copy of a certification of certain resolutions approved by the General Shareholders’ Meeting of the Guarantor on May 30, 2014; and
(p) a copy of a certification of certain resolutions approved by the Board of Directors of the Guarantor at its meeting held on March 25, 2009.
(18) A copy of a certification of the resolutions adopted by the Guarantor as sole shareholder of the Company on May 304, 20142009. The Underwriting Agreement, the Indenture, the Supplemental IndentureIndentures, the Tax Certification Agency Agreement, the Notes and the Guarantee will be hereinafter collectively referred to as the “Documents”.
Appears in 1 contract
Documents Reviewed. In arriving at our opinionsthe opinions expressed below, we have reviewed the following documents:
(a) a A copy of the Underwriting Agreement;.
(b) a A copy of the global notes dated [on the date hereof] •], 2009 evidencing the Notes and a copy of the guarantee dated [on the date hereof], executed and delivered by the Guarantor and endorsed on each security certificate representing the Notes (the “Guarantee”);.
(c) a A copy of the public deed of issue of the Notes (escritura de emisión) executed on June [—•], 20142009, before the Notary Public of Madrid ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ García Lombardía under number Mr. [—•] of his official records (the “Public Deed of Issuance”);.
(d) a A copy of the announcement related to the issue of the Notes published in the Official Bulletin of the Commercial Mercantile Registry (Boletín Oficial del Registro Mercantil) on June [—•], 2014;2009.
(e) a A copy of the Registration Statement on form F-3 registered with the United States Securities and Exchange Commission (including the base prospectus attached thereto) dated May 228, 20122009, with file number 333-181576 159062 (the “Registration StatementF-3”);.
(f) a A copy of the preliminary prospectus supplement dated June [—]22, 20142009, filed with the United States Securities and Exchange Commission on June [—]22, 2014;2009.
(g) a A copy of the final prospectus supplement relating to the offering of the Notes dated June [—]July 22, 20142009, filed with the United States Securities and Exchange Commission on June [—]July 23, 2014 2009 (the “Prospectus Supplement”);.
(h) a A copy of the indenture dated as of May 228, 20122009, among the Company, the Guarantor and The Bank of New York Mellon (the “Indenture”);.
(i) a A copy of the supplemental indenture indentures, one with respect to the 4.949% Fixed Rate Notes and one with respect to the 5.877% Fixed Rate Notes, each dated as of June [—•], 20142009, among the Company, the Guarantor and The Bank of New York Mellon (collectively, the “Supplemental IndentureIndentures”);.
(j) A copy of the tax certification agency agreement dated as of June 20, 2006, among the Company, the Guarantor, Acupay System LLC (“Acupay”) and [The Bank of New York (as successor to JPMorgan Chase Bank, N.A.)], as amended by the letter of appointment dated [•], 2009, among the Company, the Guarantor and Acupay (jointly, the “Tax Certification Agency Agreement”).
(k) The information publicly available on the website of the Spanish Central Commercial Mercantile Registry (▇▇▇.▇▇▇.▇▇) with respect to the Company and the Guarantor on June [—]10, 20142009;
(kl) a A copy of the articles of association by-laws (estatutos) of the Guarantor, as publicly available at the web Web page of the Guarantor (▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇) on June [—]10, 2014;2009.
(lm) a A certification with respect to the Guarantor regarding its due existence and the composition of its Board of Directors issued by the Commercial Registry of Madrid on June [—], 2014 and a literal certification with respect related to the Company issued by the Commercial Mercantile Registry of Madrid on June March 31, 2009.
(n) A copy of forms PE-1 (declaración de préstamos y créditos exteriores) (one for each of the 4.949% Fixed Rate Notes and the 5.877% Fixed Rate Notes), each dated [—•], 2014;2009.
(mñ) a A copy of a certification of certain the resolutions approved by the Executive Commission Committee of the Guarantor at its meeting held on March 21April 7, 2012;2006.
(no) a A copy of a certification of certain the resolutions adopted by the Guarantor as sole shareholder (accionista único) of the Company on May 9April 7, 2012, and on April 10, 2014;
(o) a copy of a certification of certain resolutions approved by the General Shareholders’ Meeting of the Guarantor on May 30, 2014; and
(p) a copy of a certification of certain resolutions approved by the Board of Directors of the Guarantor at its meeting held on May 30, 2014. The Underwriting Agreement, the Indenture, the Supplemental Indenture, the Notes and the Guarantee will be hereinafter collectively referred to as the “Documents”2006.
Appears in 1 contract
Documents Reviewed. In arriving at our opinionsthe opinions expressed below, we have reviewed the following documents:
(a1) a A copy of the Underwriting Agreement;.
(b2) a A copy of the global notes dated [on the date hereof] April 26, 2010 evidencing the Notes and a copy of the guarantee dated [on the date hereof], executed and delivered by the Guarantor and endorsed on each security certificate representing the Notes (the “Guarantee”);.
(c3) a A copy of the public deed of issue of the Notes (escritura de emisión) executed on June [—•], 20142010, before the Notary Public of Madrid ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ García Lombardía Mr. [•] under number [—•] of his official records (the “Public Deed of Issuance”);.
(d4) a A copy of the announcement related to the issue of the Notes published in the Official Bulletin of the Commercial Mercantile Registry (Boletín Oficial del Registro Mercantil) on June [—•], 2014;2010.
(e5) a A copy of the Registration Statement on form F-3 registered with the United States Securities and Exchange Commission (including the base prospectus attached thereto) dated May 228, 20122009, with file number 333-181576 159062 (the “Registration StatementF-3”);.
(f6) a A copy of the preliminary prospectus supplement dated June [—]April 12, 20142010, filed with the United States Securities and Exchange Commission on June [—]April 12, 2014;2010.
(g7) a A copy of the final prospectus supplement relating to the offering of the Notes dated June [—]April 12, 20142010, filed with the United States Securities and Exchange Commission on June April [—•], 2014 2010 (the “Prospectus Supplement”);.
(h) a 8) A copy of the indenture dated as of May 228, 20122009, among the Company, the Guarantor and The Bank of New York Mellon THE BANK OF NEW YORK MELLON (the “Indenture”);.
(i9) a A copy of the supplemental indenture indentures, one with respect to the 2.582% Fixed Rate Notes, one with respect to the 3.729% Fixed Rate Notes and one with respect to the 5.134% Fixed Rate Notes, each dated as of June [—]April 26, 20142010, among the Company, the Guarantor and The Bank of New York Mellon THE BANK OF NEW YORK MELLON (collectively, the “Supplemental IndentureIndentures”);.
(j10) A copy of the tax certification agency agreement dated as of June 20, 2006, among the Company, the Guarantor, ACUPAY SYSTEM LLC (“Acupay”) and THE BANK OF NEW YORK (as successor to JPMORGAN CHASE BANK, N.A.), as amended by the letter of appointment dated April 26, 2010, among the Company, the Guarantor and Acupay (jointly, the “Tax Certification Agency Agreement”).
(11) The information publicly available on the website of the Spanish Central Commercial Mercantile Registry (▇▇▇.▇▇▇.▇▇) with respect to the Company and the Guarantor on June [—]April 26, 2014;2010.
(k12) a A copy of the articles of association by-laws (estatutos) of the Guarantor, as publicly available at the web Web page of the Guarantor (▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇) on June [—]April 26, 2014;2010.
(l13) a A certification with respect to the Guarantor regarding its due existence and the composition of its Board of Directors issued by the Commercial Registry of Madrid on June [—], 2014 and a literal certification with respect related to the Company issued by the Commercial Mercantile Registry of Madrid on June March 8, 2010.
(14) A copy of forms PE-1 (declaración de préstamos y créditos exteriores) (one with respect each of the 2.582% Fixed Rate Notes, the 3.729% Fixed Rate Notes and the 5.134% Fixed Rate Notes), each dated [—•], 2014;2010.
(m15) a A copy of a certification of certain the resolutions approved by the Executive Commission Committee of the Guarantor at its meeting held on March 21April 7, 2012;2006.
(n16) a A copy of a certification of certain the resolutions adopted by the Guarantor as sole shareholder (accionista único) of the Company on May 9April 7, 2012, and on April 10, 2014;2006.
(o17) a A copy of a certification of certain resolutions approved by the General Shareholders’ Meeting of the Guarantor on May 30, 2014; and
(p) a copy of a certification of certain resolutions approved by the Board of Directors of the Guarantor at its meeting held on March 25, 2009.
(18) A copy of a certification of the resolutions adopted by the Guarantor as sole shareholder of the Company on May 304, 20142009. The Underwriting Agreement, the Indenture, the Supplemental IndentureIndentures, the Tax Certification Agency Agreement, the Notes and the Guarantee will be hereinafter collectively referred to as the “Documents”.
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