Limitations and Qualifications Sample Clauses

Limitations and Qualifications. The foregoing opinion is subject to the following comments and qualifications: 1. Our opinions are subject to bankruptcy, insolvency, reorganization, fraudulent conveyance, preference, equitable subordination, moratorium and other similar laws affecting the rights and remedies of creditors generally and to possible judicial action giving effect to governmental actions or foreign laws affecting creditors’ rights. Our opinions are also subject to the effect of general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law. 2. We express no opinion as to the enforceability of the indemnification or contribution provisions of the Indenture that may violate any law, rule, regulation or public policy. 3. The enforceability of provisions in the Indenture to the effect that terms may not be waived or modified except in writing may be limited under certain circumstances. 4. We note that under certain circumstances the federal courts located in the State of New York may decline to exercise subject matter jurisdiction to adjudicate a controversy relating to or arising under the Indenture, but this does not affect the ability of a party to the Indenture to bring an action relating to or arising under the Indenture in a New York State court. 5. The opinion set forth in D.10 above is based on the Internal Revenue Code of 1986, as amended, Treasury Regulations, case law and Internal Revenue Service rulings or pronouncements as they exist on the date of this opinion. These authorities are all subject to change and such change may be made with retroactive effect. We can give no assurance that after any such change, this opinion would not be different. Moreover, this opinion is not binding on the Internal Revenue Service or the courts. 6. We undertake no responsibility to update or supplement this opinion. 7. In expressing the opinions set forth in paragraphs D.4 and D.5 above: (a) we have assumed that if the U.S. federal courts are found to be an appropriate forum for the enforcement of rights and obligations under the Indenture, that jurisdiction would be based on the diversity of the parties to the action. Diversity may not in fact exist as a basis for federal jurisdiction in an action against a party to the Indenture if any party to the action maintains a place of business in any state of the United States in which another party to the action is organized or maintains a place of business or if more than one party to the action is incorporated or organized outside of the United States; (b) we note that, despite any waivers contained in the Indenture, a court of the State of New York or a U.S. federal court has the power to transfer or dismiss an action on the grounds that the court is an inconvenient forum for that action; (c) we have assumed that consent to the choice of Dutch law provision in the Indenture was not obtained from any party to the Indenture by improper means or mistake and that the legal questions at issue in any suit or proceeding with regard to the Indenture would be governed by principles that had been considered and decided under Dutch law before initiation of the suit or proceeding, and would thus not be questions of first impression for a court in the Netherlands; and (d) we note that effective enforcement of a foreign currency claim in the courts of the State of New York may be limited by requirements that the claim (or a foreign currency judgment in respect of a claim), or a claim with respect to any guarantee of the claim, be converted into U.S. dollars at the rate of exchange prevailing on the date of the judgment or decree by the New York court or U.S. federal court. 8. The selection of New York law as the governing law of the Indenture is expressly permitted by New York General Obligations Law section 5-1401, but the enforceability of this selection may be subject to limitations under the Constitution of the United States of America. This opinion is given for the sole benefit of the Underwriters and may not be disclosed to any other person, nor relied upon by any other person or for any other purpose, nor is it to be quoted or made public in any way without our prior written consent. To ensure compliance with requirements imposed by the Internal Revenue Service, we inform you that the U.S. federal tax advice contained in this opinion letter (1) was not intended or written to be used, and cannot be used, for the purpose of avoiding U.S. federal tax-related penalties under the United States Internal Revenue Code of 1986, as amended, and (2) was written to support the promotion or marketing of the Securities. Taxpayers should seek the advice of their own independent tax advisors based on their own particular circumstances. Yours faithfully, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Citigroup Global Markets Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Fargo Securities, LLC ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Acting severally on behalf of themselves and as Representatives of the several Underwriters Offering of US$500,000,000 aggregate principal amount of Securities by AEGON N.V. Ladies and Gentlemen: We have acted as special counsel to AEGON N.V., a limited liability public company incorporated under the laws of the Netherlands (the “Company”), on matters of New York and United States federal law in connection with the offer and sale of US$500,000,000 aggregate principal amount of Securities. We are furnishing this letter to you pursuant to Section 5(e) of the underwriting agreement dated January 24, 2012 (the “Underwriting Agreement”), among ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Citigroup Global Markets Inc., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇ Fargo Securities, LLC, as representatives, and the other Underwriters named therein and the Company. This letter deals with our involvement in the preparation of (i) the registration statement of the Company on Form F-3 (No. 333-174878) filed with the Commission on June 14, 2011, including the information deemed to be a part thereof as of such time pursuant to Rule 430A under the Securities Act; (ii) the base prospectus dated June 14, 2011 (the “Basic Prospectus”) filed with the Commission as part of the Registration Statement; (iii) the preliminary prospectus supplement dated January 23, 2012 in the form filed with the Commission pursuant to Rule 424 under the Securities Act specifically relating to the Securities (the “Preliminary Prospectus Supplement”); (iv) the Issuer Free Writing Prospectus listed in Schedule III to the Underwriting Agreement (the “Issuer Free Writing Prospectus”); and the prospectus supplement of the Company dated January 24, 2012, in the form filed with the Commission pursuant to Rule 424 under the Securities Act specifically relating to the Securities. The Basic Prospectus, the Preliminary Prospectus Supplement (including the documents incorporated or deemed to be incorporated by reference therein) and any Issuer Free Writing Prospectus as of the Time of Sale are together hereinafter referred to as the “Time of Sale Prospectus”. The Basic Prospectus and the Prospectus Supplement (including the documents incorporated or deemed to be incorporated by reference therein) that is in the form filed pursuant to Rule 424(b) of the Securities Act (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) are hereinafter together referred to as the “Prospectus”. Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Underwriting Agreement. We have participated with the Underwriters and the Company in meetings and telephone conversations with representatives of the Underwriters, representatives of the Company, representatives of the Company’s external auditors and representatives of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP as legal advisers to the Underwriters during which the contents of the Registration Statement, the Time of Sale Prospectus and Prospectus were discussed. Although we have made certain inquiries and investigations in connection with the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus, the limitations inherent in the role of outside counsel are such that we cannot and do not assume responsibility for the accuracy, completeness or fairness of the statements made in the Registration Statement, the Time of Sale Prospectus and the Prospectus, except insofar as such statements relate to us. We have not participated in the preparation of any documents incorporated by reference into the Registration Statement, the Time of Sale Prospectus or the Prospectus and we have not engaged in any independent check or verification of the contents of the Registration Statement, the Time of Sale Prospectus or the Prospectus. Subject to the foregoing, we hereby advise you that (i) each document, if any, filed pursuant to the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated by reference in the Time of Sale Prospectus and the Prospectus (except for the information of an accounting, financial or statistical nature included therein or omitted therefrom, and except for the Statement of Eligibility (Form T-1) under the Trust Indenture Act, as to which we do not express any view), when so filed, appeared to be appropriately responsive on its face in all material respects with the requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder; and (ii) each part of the Registration Statement, when such part became effective, and the Prospectus, as of the date thereof and hereof (except for the information of an accounting, financial or statistical nature included therein or omitted therefrom, and except for the Statement of Eligibility (Form T-1) under the Trust Indenture Act, as to which we do not express any view), appeared to be appropriately responsive on its face in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Further, we hereby advise you that our work in connection with this matter did not disclose any information that gave us reason to believe that (i) any part of the Registration Statement (except for the information of an accounting, financial or statistical nature included therein or omitted therefrom, and except for the Statement of Eligibility (Form T-1) under the Trust Indenture Act, as to which we do not express any view), insofar as it relates to the offering of the Securities, when such part became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus, insofar as it relates to the offering of Securities, as of the Time of Sale (except for the information of an accounting, financial or statistical nature included therein or omitted therefrom and except for the Statement of Eligibility (Form T-1) under the Trust Indenture Act, as to which we do not express any view) contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) as of the date hereof or the date of the Prospectus, the Prospectus (except for the information of an accounting, financial or statistical nature included therein or omitted therefrom, and except for the Statement of Eligibility (Form T-1) under the Trust Indenture Act, as to which we do not express any view), insofar as it relates to the offering of the Securities, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made, not misleading. This letter is given for the sole benefit of the Underwriters and may not be disclosed to any other person, nor relied upon by any other person or for any other purpose, nor is it to be quoted or made public in any way without our prior written consent. We undertake no responsibility to update or supplement this letter. Yours faithfully, (1) Assuming that the Underwriting Agreement has been duly authorized, executed and delivered by the Company insofar as Dutch law is concerned, the Underwriting Agreement has been duly executed and delivered by the Company. (2) Assuming that the Indenture has been duly authorized, executed and delivered by the Company insofar as Dutch law is concerned, the Indenture has been duly executed and delivered by the Company, and the Indenture is a valid and binding agreement of the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, provided that we express no opinion as to the enforceability of any waiver of rights under any usury or stay law. (3) Assuming that the Securities have been duly authorized, executed and delivered by the Company insofar as Dutch law is concerned, the Securities, when the Securities are executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to the Underwriting Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, and will be entitled to the benefits of the Indenture pursuant to which such Securities are to be issued, provided that we express no opinion as to the enforceability of any waiver of rights under any usury or stay law. (4) Assuming that the Underwriting Agreement has been duly authorized, executed and delivered by the Company insofar as Dutch law is concerned, under the laws of the State of New York relating to personal jurisdiction, the Company has, pursuant to Section 15(a) of the Underwriting Agreement and Section 114 of the Indenture, validly and irrevocably submitted to the non-exclusive personal jurisdiction of any state or United States Federal court located in the Borough of Manhattan, the City of New York, New York (each a “New York Court”) in any action arising out of or relating to the Indenture and the Underwriting Agreement or the transactions contemplated thereby, has validly and irrevocably waived to the fullest extent it may effectively do so any objection to the venue of a proceeding in any New York Court, and has validly and irrevocably appointed the Authorized Agent as its authorized agent for the purpose described in Section 15(b) of the Underwriting Agreement and Section 114 of the Indenture; and service of process effected on such agent in the manner set forth in Section 15(b) of the Underwriting Agreement and Section 114 of the Indenture will be effective to confer valid personal jurisdiction on the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Aegon Nv)

Limitations and Qualifications. The foregoing opinion is subject to the following comments and qualifications: 1. Our opinions are subject to bankruptcy, insolvency, reorganization, fraudulent conveyance, preference, equitable subordination, moratorium and other similar laws affecting the rights and remedies of creditors generally and to possible judicial action giving effect to governmental actions or foreign laws affecting creditors’ ' rights. Our opinions are also subject to the effect of general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law. 2. We express no opinion as to the enforceability of the indemnification or contribution provisions of the Indenture that may violate any law, rule, regulation or public policy. 3. The enforceability of provisions in the Indenture to the effect that terms may not be waived or modified except in writing may be limited under certain circumstances. 4. We note that under certain circumstances the federal courts located in the State of New York may decline to exercise subject matter jurisdiction to adjudicate a controversy relating to or arising under the Indenture, but this does not affect the ability of a party to the Indenture to bring an action relating to or arising under the Indenture in a New York State court. 5. The opinion set forth in D.10 above is based on the Internal Revenue Code of 1986, as amended, Treasury Regulations, case law and Internal Revenue Service rulings or pronouncements as they exist on the date of this opinion. These authorities are all subject to change and such change may be made with retroactive effect. We can give no assurance that after any such change, this opinion would not be different. Moreover, this opinion is not binding on the Internal Revenue Service or the courts. 6. We undertake no responsibility to update or supplement this opinion. 7. In expressing the opinions set forth in paragraphs D.4 and D.5 above: (a) we have assumed that if the U.S. federal courts are found to be an appropriate forum for the enforcement of rights and obligations under the Indenture, that jurisdiction would be based on the diversity of the parties to the action. Diversity may not in fact exist as a basis for federal jurisdiction in an action against a party to the Indenture if any party to the action maintains a place of business in any state of the United States in which another party to the action is organized or maintains a place of business or if more than one party to the action is incorporated or organized outside of the United States; (b) we note that, despite any waivers contained in the Indenture, a court of the State of New York or a U.S. federal court has the power to transfer or dismiss an action on the grounds that the court is an inconvenient forum for that action; (c) we have assumed that consent to the choice of Dutch law provision in the Indenture was not obtained from any party to the Indenture by improper means or mistake and that the legal questions at issue in any suit or proceeding with regard to the Indenture would be governed by principles that had been considered and decided under Dutch law before initiation of the suit or proceeding, and would thus not be questions of first impression for a court in the Netherlands; and (d) we note that effective enforcement of a foreign currency claim in the courts of the State of New York may be limited by requirements that the claim (or a foreign currency judgment in respect of a claim), or a claim with respect to any guarantee of the claim, be converted into U.S. dollars at the rate of exchange prevailing on the date of the judgment or decree by the New York court or U.S. federal court. 8. The selection of New York law as the governing law of the Indenture is expressly permitted by New York General Obligations Law section 5-1401, but the enforceability of this selection may be subject to limitations under the Constitution of the United States of America. This opinion is given for the sole benefit of the Underwriters and may not be disclosed to any other person, nor relied upon by any other person or for any other purpose, nor is it to be quoted or made public in any way without our prior written consent. To ensure compliance with requirements imposed by the Internal Revenue Service, we inform you that the U.S. federal tax advice contained in this opinion letter (1) was not intended or written to be used, and cannot be used, for the purpose of avoiding U.S. federal tax-related penalties under the United States Internal Revenue Code of 1986, as amended, and (2) was written to support the promotion or marketing of the Securities. Taxpayers should seek the advice of their own independent tax advisors based on their own particular circumstances. Yours faithfully, ~~▇▇▇▇▇▇▇ Lynch, Pierce, ▇~~▇▇▇▇▇ & ▇▇▇▇▇ ~~Incorporated ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇~~ LLP Citigroup Global Markets Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇Lynch, Pierce, ▇▇▇▇▇▇ & ~~Co. LLC ▇▇▇▇ ▇▇▇~~▇▇▇▇▇ ~~▇▇▇ ▇▇▇▇, ▇~~Incorporated ▇ ▇▇▇▇▇ ▇▇~~▇▇▇ Fargo Securities, LLC ▇▇▇ ▇.~~ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇~~▇▇▇~~▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Acting severally on behalf of themselves and as Representatives of the several Underwriters ~~Offering of US$500,000,000 aggregate principal amount of Securities by AEGON N.V.~~ Ladies and Gentlemen: We have acted as special counsel to AEGON N.V., a limited liability public company incorporated under the laws of the Netherlands (the “"Company”"), on matters of New York and United States ~~federal~~ Federal law in connection with the offer and sale of US$500,000,000 aggregate principal amount of Securities. We are furnishing this letter to you pursuant to Section 5(e) of the underwriting agreement dated ~~January 24~~June 21, ~~2012~~ 2006 (the “"Underwriting Agreement”"), among ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Citigroup Global Markets Inc., ~~▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇ Fargo Securities, LLC, as representatives, and~~ the other Underwriters named therein and the Company. This letter deals with our involvement in the preparation of (i) the registration statement of the Company on Form F-3 (No. 333-~~174878~~71438) filed with the Commission on ~~June 14~~October 11, ~~2011~~2001 and declared effective by the Commission on October 22, 2001, including the information deemed to be a part thereof as of such time pursuant to Rule 430A under the Securities Act; (ii) the base prospectus dated ~~June 14~~May 20, ~~2011~~ 2005 (the “"Basic Prospectus”") filed with the Commission as part of the Registration Statement; (iii) the preliminary prospectus supplement dated ~~January 23~~June 19, ~~2012~~ 2006 in the form filed with the Commission pursuant to Rule 424 under the Securities Act specifically relating to the Securities (the “"Preliminary Prospectus Supplement”"); (iv) the Issuer Free Writing Prospectus listed in Schedule III to the Underwriting Agreement (the “"Issuer Free Writing Prospectus”"); and the prospectus supplement of the Company dated ~~January 24~~June 21, ~~2012~~2006, in the form filed with the Commission pursuant to Rule 424 under the Securities Act specifically relating to the Securities. The Basic Prospectus, the Preliminary Prospectus Supplement (including the documents incorporated or deemed to be incorporated by reference therein) and any Issuer Free Writing Prospectus as of the Time of Sale are together hereinafter referred to as the “"Time of Sale Prospectus”". The Basic Prospectus and the Prospectus Supplement (including the documents incorporated or deemed to be incorporated by reference therein) that is in the form filed pursuant to Rule 424(b) of the Securities Act (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) are hereinafter together referred to as the “"Prospectus”". Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Underwriting Agreement. We have participated with the Underwriters and the Company in meetings and telephone conversations with representatives of the Underwriters, representatives of the Company, representatives of the Company’s 's external auditors and representatives of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ ~~LLP~~ as legal advisers to the Underwriters during which the contents of the Registration Statement, the Time of Sale Prospectus and Prospectus were discussed. Although we have made certain inquiries and investigations in connection with the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus, the limitations inherent in the role of outside counsel are such that we cannot and do not assume responsibility for the accuracy, completeness or fairness of the statements made in the Registration Statement, the Time of Sale Prospectus and the Prospectus, except insofar as such statements relate to us. We have not participated in the preparation of any documents incorporated by reference into the Registration Statement, the Time of Sale Prospectus or the Prospectus and we have not engaged in any independent check or verification of the contents of the Registration Statement, the Time of Sale Prospectus or the Prospectus. Subject to the foregoing, we hereby advise you that (i) each document, if any, filed pursuant to the U.S. Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), and incorporated by reference in the Time of Sale Prospectus and the Prospectus (except for the information of an accounting, financial or statistical nature included therein or omitted therefrom, and except for the Statement of Eligibility (Form T-1) under the Trust Indenture Act, as to which we do not express any view), when so filed, ~~appeared~~ complied as to ~~be appropriately responsive on its face~~ form in all material respects with the requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder; and (ii) each part of the Registration Statement, when such part became effective, and the Prospectus, as of the date thereof and hereof (except for the information of an accounting, financial or statistical nature included therein or omitted therefrom, and except for the Statement of Eligibility (Form T-1) under the Trust Indenture Act, as to which we do not express any view), ~~appeared~~ complied as to ~~be appropriately responsive on its face~~ form in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Further, we hereby advise you that our work in connection with this matter did not disclose any information that gave us reason to believe that (i) any part of the Registration Statement (except for the information of an accounting, financial or statistical nature included therein or omitted therefrom, and except for the Statement of Eligibility (Form T-1) under the Trust Indenture Act, as to which we do not express any view), ~~insofar as it relates to the offering of the Securities,~~ when such part became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale ~~Prospectus, insofar as it relates to the offering of Securities,~~ Prospectus as of the Time of Sale (except for the information of an accounting, financial or statistical nature included therein or omitted therefrom and except for the Statement of Eligibility (Form T-1) under the Trust Indenture Act, as to which we do not express any view) contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) as of the date hereof or the date of the Prospectus, the Prospectus (except for the information of an accounting, financial or statistical nature included therein or omitted therefrom, and except for the Statement of Eligibility (Form T-1) under the Trust Indenture Act, as to which we do not express any view~~), insofar as it relates to the offering of the Securities,~~ ) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made, not misleading. We are furnishing this letter to you solely for your benefit in connection with the offering of the Securities. This letter is ~~given for the sole benefit of the Underwriters and may~~ not to be ~~disclosed~~ used, circulated, quoted or otherwise referred to ~~any other person, nor relied upon by any other person or~~ for any other purpose~~, nor is it to be quoted or made public in any way without our prior written consent~~. We undertake no responsibility to update or supplement this letter. Yours faithfully,, ▇▇▇▇▇ & Overy LLP [Letterhead of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇] Citigroup Global Markets Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Acting severally on behalf of themselves and as Representatives of the several Underwriters Ladies and Gentlemen: We have acted as special counsel for the several underwriters (the "Underwriters") named in Schedule II to the Underwriting Agreement dated June 21, 2006 (the "Underwriting Agreement") among AEGON N.V., a corporation organized under the laws of the Netherlands (the "Company"), and the Underwriters pursuant to which you have agreed to purchase severally from the Company $500,000,000 aggregate principal amount of the Company's 6.875% Perpetual Capital Securities (the "Securities") to be issued pursuant to an indenture dated as of October 11, 2001 between the Company, AEGON Funding Corp. and AEGON Funding Corp II and Citibank, N.A., as Trustee, (the "Base Indenture"), as supplemented by a supplemental indenture dated as of November 14, 2003 (the "First Supplemental Indenture"), a second supplemental indenture dated as of June 1, 2005 (the "Second Supplemental Indenture"), a third supplemental indenture dated as of November 23, 2005 (the "Third Supplemental Indenture"), a fourth supplemental indenture dated as of December 12, 2005, and a fifth supplemental indenture dated as of this date (the "Fifth Supplemental Indenture" and, collectively, with the Fourth Supplemental Indenture, the Third Supplemental Indenture, the Second Supplemental Indenture, the First Supplemental Indenture and the Base Indenture, the "Indenture") with respect to the Securities. This opinion is delivered pursuant to Section 5(f) of the Underwriting Agreement. We have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion. We have (i) participated in the preparation of the preliminary prospectus supplement of the Company dated June 19, 2005 filed with the United States Securities and Exchange Commission (the "Commission") on June 19, 2005 pursuant to Rule 424 under the U.S. Securities Act of 1933 (the "Securities Act") (the "Preliminary Prospectus Supplement") (other than the documents incorporated or deemed to be incorporated by reference therein (the "Incorporated Documents") relating to the registration of the offering of Securities and (ii) participated in the preparation of the prospectus supplement dated June 21, 2006 in the form filed with the Commission on June [ • ], 2006 pursuant to Rule 424 under the Securities Act (the "Prospectus Supplement") (other than the Incorporated Documents), (iii) participated in the preparation of the Issuer Free Writing Prospectus containing the final terms of the Securities substantially in the form of Schedule III of the Underwriting Agreement (the "Free Writing Prospectus") and (iv) reviewed the registration statement of the Company on Form F-3 (File No. 333-71438), filed with the Commission on October 11, 2001 and declared effective on October 22, 2001, and the prospectus dated May 20, 2005 (the "Basic Prospectus"), filed with the Commission in accordance with Rule 424 under the Securities Act and part of such registration statement. The registration statement including exhibits thereto, as amended to the date of the Underwriting Agreement is hereinafter referred to as the "Registration Statement". The Basic Prospectus with the Preliminary Prospectus Supplement (including the Incorporated Documents) together with the Free Writing Prospectus are hereinafter referred to as the "Time of Sale Prospectus". The Basic Prospectus with the Prospectus Supplement (including the Incorporated Documents), in their respective form first used to confirm sales of Securities or made available to the Underwriters in accordance with Rule 173 of the Securities Act, are hereinafter referred to as the "Prospectus". In addition, we have reviewed evidence that such registration statement, as then amended, was declared effective on October 22, 2001, and that the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). Capitalized terms used but not otherwise defined herein are used as defined in the Underwriting Agreement. Based upon the foregoing, we are of the opinion that: (1i) Assuming that the Underwriting Agreement has been duly authorized, executed and delivered by the Company insofar as ~~Dutch~~ Netherlands law is concerned, the Underwriting Agreement has been duly executed and delivered by the Company. (2ii) ~~Assuming that the~~ The Indenture has been ~~duly authorized, executed and delivered by~~ qualified under the ~~Company insofar as Dutch law is concerned, the~~ Trust Indenture ~~has been duly executed and delivered by the Company,~~ Act and the ~~Indenture is a valid~~ rules and ~~binding agreement~~ regulations of the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, provided that we express no opinion as to the enforceability of any waiver of rights under any usury or stay law. (3) Assuming that the Securities have been duly authorized, executed and delivered by the Company insofar as Dutch law is concerned, the Securities, when the Securities are executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to the Underwriting Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, and will be entitled to the benefits of the Indenture pursuant to which such Securities are to be issued, provided that we express no opinion as to the enforceability of any waiver of rights under any usury or stay law. (4) Assuming that the Underwriting Agreement has been duly authorized, executed and delivered by the Company insofar as Dutch law is concerned, under the laws of the State of New York relating to personal jurisdiction, the Company has, pursuant to Section 15(a) of the Underwriting Agreement and Section 114 of the Indenture, validly and irrevocably submitted to the non-exclusive personal jurisdiction of any state or United States Federal court located in the Borough of Manhattan, the City of New York, New York (each a “New York Court”) in any action arising out of or relating to the Indenture and the Underwriting Agreement or the transactions contemplated thereby, has validly and irrevocably waived to the fullest extent it may effectively do so any objection to the venue of a proceeding in any New York Court, and has validly and irrevocably appointed the Authorized Agent as its authorized agent for the purpose described in Section 15(b) of the Underwriting Agreement and Section 114 of the Indenture; and service of process effected on such agent in the manner set forth in Section 15(b) of the Underwriting Agreement and Section 114 of the Indenture will be effective to confer valid personal jurisdiction on the Company.Commissi

Appears in 1 contract

Sources: Underwriting Agreement (Aegon Funding Corp)

Limitations and Qualifications. The foregoing opinion is subject to the following comments and qualifications: 1. Our opinions are subject to bankruptcy, insolvency, reorganization, fraudulent conveyance, preference, equitable subordination, moratorium and other similar laws affecting the rights and remedies of creditors generally and to possible judicial action giving effect to governmental actions or foreign laws affecting creditors’ rights. Our opinions are also subject to the effect of general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law. 2. We express no opinion as to the enforceability of the indemnification or contribution provisions of the Indenture that may violate any law, rule, regulation or public policy. 3. The enforceability of provisions in the Indenture to the effect that terms may not be waived or modified except in writing may be limited under certain circumstances. 4. We note that under certain circumstances the federal courts located in the State of New York may decline to exercise subject matter jurisdiction to adjudicate a controversy relating to or arising under the Indenture, but this does not affect the ability of a party to the Indenture to bring an action relating to or arising under the Indenture in a New York State court. 5. The opinion set forth in D.10 above is based on the Internal Revenue Code of 1986, as amended, Treasury Regulations, case law and Internal Revenue Service rulings or pronouncements as they exist on the date of this opinion. These authorities are all subject to change and such change may be made with retroactive effect. We can give no assurance that after any such change, this opinion would not be different. Moreover, this opinion is not binding on the Internal Revenue Service or the courts. 6. We undertake no responsibility to update or supplement this opinion. 7. In expressing the opinions set forth in paragraphs D.4 and D.5 above: (a) we have assumed that if the U.S. federal courts are found to be an appropriate forum for the enforcement of rights and obligations under the Indenture, that jurisdiction would be based on the diversity of the parties to the action. Diversity may not in fact exist as a basis for federal jurisdiction in an action against a party to the Indenture if any party to the action maintains a place of business in any state of the United States in which another party to the action is organized or maintains a place of business or if more than one party to the action is incorporated or organized outside of the United States; (b) we note that, despite any waivers contained in the Indenture, a court of the State of New York or a U.S. federal court has the power to transfer or dismiss an action on the grounds that the court is an inconvenient forum for that action; (c) we have assumed that consent to the choice of Dutch law provision in the Indenture was not obtained from any party to the Indenture by improper means or mistake and that the legal questions at issue in any suit or proceeding with regard to the Indenture would be governed by principles that had been considered and decided under Dutch law before initiation of the suit or proceeding, and would thus not be questions of first impression for a court in the Netherlands; and (d) we note that effective enforcement of a foreign currency claim in the courts of the State of New York may be limited by requirements that the claim (or a foreign currency judgment in respect of a claim), or a claim with respect to any guarantee of the claim, be converted into U.S. dollars at the rate of exchange prevailing on the date of the judgment or decree by the New York court or U.S. federal court. 8. The selection of New York law as the governing law of the Indenture is expressly permitted by New York General Obligations Law section 5-1401, but the enforceability of this selection may be subject to limitations under the Constitution of the United States of America. This opinion is given for the sole benefit of the Underwriters and may not be disclosed to any other person, nor relied upon by any other person or for any other purpose, nor is it to be quoted or made public in any way without our prior written consent. To ensure compliance with requirements imposed by the Internal Revenue Service, we inform you that the U.S. federal tax advice contained in this opinion letter (1) was not intended or written to be used, and cannot be used, for the purpose of avoiding U.S. federal tax-related penalties under the United States Internal Revenue Code of 1986, as amended, and (2) was written to support the promotion or marketing of the Securities. Taxpayers should seek the advice of their own independent tax advisors based on their own particular circumstances. Yours faithfully, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Citigroup Global Markets Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Fargo SecuritiesWachovia Capital Markets, LLC ~~▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇~~ Acting severally on behalf of themselves and as Representatives of the several Underwriters Offering of ~~US$500,000,000~~ US$ 250,000,000 aggregate principal amount of Securities by AEGON N.V. Ladies and Gentlemen: We have acted as special counsel to AEGON ~~N.V.~~N.V, a limited liability public company incorporated under the laws of ~~the~~ The Netherlands (the “Company”), on matters of New York and United States ~~federal~~ Federal law in connection with the offer and sale of ~~US$500,000,000~~ US$ 250,000,000 aggregate principal amount of Securities. We are furnishing this letter to you pursuant to Section 5(e) of the underwriting agreement dated ~~January 24~~November 17, ~~2012~~ 2005 (the “Underwriting Agreement”), among ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, ~~Citigroup Global Markets Inc., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇ Fargo Securities~~Wachovia Capital Markets, LLC, ~~as representatives, and~~ the other Underwriters named therein and the Company. This letter deals with our involvement in the preparation of (i) the registration statement of the Company on Form F-3 (No. 333-~~174878~~71438) filed with the Commission on ~~June 14~~October 11, ~~2011~~2001 and declared effective by the Commission on October 22, 2001, including the information deemed to be a part thereof as of such time pursuant to Rule 430A under the Securities Act; (ii) the ~~base~~ prospectus dated ~~June 14~~May 20, ~~2011 (the “Basic Prospectus”)~~ 2005 filed with the Commission as part of the Registration Statement; and (iii) the preliminary prospectus supplement dated January 23, 2012 in the form filed with the Commission pursuant to Rule 424 under the Securities Act specifically relating to the Securities (the “Preliminary Prospectus Supplement”); (iv) the Issuer Free Writing Prospectus listed in Schedule III to the Underwriting Agreement (the “Issuer Free Writing Prospectus”); and the prospectus supplement of the Company dated ~~January 24~~November 17, ~~2012~~2005, in the form filed with the Commission pursuant to Rule 424 under the Securities Act specifically relating to the Securities. The Basic Prospectus, the Preliminary Prospectus Supplement (including the documents incorporated or deemed to be incorporated by reference therein) and any Issuer Free Writing Prospectus as of the Time of Sale are together hereinafter referred to as the “Time of Sale Prospectus”. The Basic Prospectus and the Prospectus Supplement (including the documents incorporated or deemed to be incorporated by reference therein) that is in the form filed pursuant to Rule 424(b) of the Securities Act (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) are hereinafter together referred to as the “Prospectus”. Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Underwriting Agreement. We have participated with the Underwriters and the Company in meetings and telephone conversations with representatives of the Underwriters, representatives of the Company, representatives of the Company’s external auditors and representatives of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ ~~LLP~~ as legal advisers to the Underwriters during which the contents of the Registration ~~Statement, the Time of Sale Prospectus~~ Statement and Prospectus were discussed. Although we have made certain inquiries and investigations in connection with the preparation of the Registration ~~Statement, the Time of Sale Prospectus~~ Statement and the Prospectus, the limitations inherent in the role of outside counsel are such that we cannot and do not assume responsibility for the accuracy, completeness or fairness of the statements made in the Registration ~~Statement, the Time of Sale Prospectus~~ Statement and the Prospectus, except insofar as such statements relate to us. We have not participated in the preparation of any documents incorporated by reference into the Registration ~~Statement, the Time of Sale Prospectus~~ Statement or the Prospectus and we have not engaged in any independent check or verification of the contents of the Registration ~~Statement, the Time of Sale Prospectus~~ Statement or the Prospectus. Subject to the foregoing, we hereby advise you that (i) each document, if any, filed pursuant to the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated by reference in ~~the Time of Sale Prospectus and~~ the Prospectus (except for the information of an accounting, financial or statistical nature included therein or omitted therefrom, and except for the Statement of Eligibility (Form T-1) under the Trust Indenture Act, as to which we do not express any view), when so filed, ~~appeared~~ complied as to ~~be appropriately responsive on its face~~ form in all material respects with the requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder; and (ii) each part of the Registration Statement, when such part became effective, and the Prospectus, as of the date thereof and hereof (except for the information of an accounting, financial or statistical nature included therein or omitted therefrom, and except for the Statement of Eligibility (Form T-1) under the Trust Indenture Act, as to which we do not express any view), ~~appeared~~ complied as to ~~be appropriately responsive on its face~~ form in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Further, we hereby advise you that our work in connection with this matter did not disclose any information that gave us reason to believe that (i) ~~any part of~~ the Registration Statement (except for the information of an accounting, financial or statistical nature included therein or omitted therefrom, and except for the Statement of Eligibility (Form T-1) under the Trust Indenture Act, as to which we do not express any view), ~~insofar as it relates to the offering of the Securities,~~ when such part became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus, insofar as it relates to the offering of Securities, as of the Time of Sale (except for the information of an accounting, financial or statistical nature included therein or omitted therefrom and except for the Statement of Eligibility (Form T-1) under the Trust Indenture Act, as to which we do not express any view) contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (~~iii~~ii) as of the date hereof or the date of the Prospectus, the Prospectus (except for the information of an accounting, financial or statistical nature included therein or omitted therefrom, and except for the Statement of Eligibility (Form T-1) under the Trust Indenture Act, as to which we do not express any view~~), insofar as it relates to the offering of the Securities,~~ ) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made, not misleading. We are furnishing this letter to you solely for your benefit in connection with the offering of the Securities. This letter is ~~given for the sole benefit of the Underwriters and may~~ not to be ~~disclosed~~ used, circulated, quoted or otherwise referred to ~~any other person, nor relied upon by any other person or~~ for any other purpose. [Letterhead of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇] November 23, ~~nor is it~~ 2005 ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Wachovia Capital Markets, LLC As Representatives of the several Underwriters referred to ~~be quoted or made public~~ below (the “Underwriters”) Ladies and Gentlemen: We have acted as special counsel for the several underwriters (the “Underwriters”) named in ~~any way without our prior written consent. We undertake no responsibility~~ Schedule II to ~~update or supplement this letter. Yours faithfully, (1) Assuming that~~ the Underwriting Agreement ~~has been duly authorized~~dated November 17, ~~executed~~ 2005 (the “Underwriting Agreement”) among Aegon N.V., a corporation organized under the laws of The Netherlands (the “Company”), and ~~delivered by~~ the Underwriters pursuant to which you have agreed to purchase severally from the Company ~~insofar~~ $ 250,000,000 aggregate principal amount of the Company’s Floating Rate Perpetual Capital Securities (the “Securities”) to be issued pursuant to an indenture dated as ~~Dutch law~~ of October 11, 2001 between the Company, AEGON Funding Corp. and AEGON Funding Corp II and Citibank, N.A., as Trustee, (the “Base Indenture”), as supplemented by a supplemental indenture dated as of November 14, 2003 (the “First Supplemental Indenture”), a second supplemental indenture dated as of June 1, 2005 (the “Second Supplemental Indenture”) and a third supplemental indenture dated as of this date (the “Third Supplemental Indenture” and, collectively, with the Second Supplemental Indenture, the First Supplemental Indenture, and the Base Indenture, the “Indenture”) with respect to the Securities. This opinion is ~~concerned~~delivered pursuant to Section 5(f) of the Underwriting Agreement. We have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion. We have (i) participated in the preparation of the prospectus supplement of the Company dated November 17, 2005 in the form filed with the United States Securities and Exchange Commission (the “Commission”) on November •, 2005 pursuant to Rule 424 under the U.S. Securities Act of 1933 (the “Securities Act”) (the “Prospectus Supplement”) (other than the documents incorporated by reference therein (the “Incorporated Documents”)) relating to the registration of the offering of Securities and (ii) reviewed the registration statement of the Company on Form F-3 (File No. 333-71438), filed with the Commission on October 11, 2001 and declared effective on October 22, 2001, and the prospectus dated May 20, 2005 (the “Basic Prospectus”), filed with the Commission in accordance with Rule 424 under the Securities Act on May 20, 2005 and part of such registration statement. The registration statement including exhibits thereto, as amended to the date of the Underwriting Agreement ~~has been duly executed~~ is hereinafter referred to as the “Registration Statement”, and ~~delivered by~~ the ~~Company.~~ Basic Prospectus with the Prospectus Supplement (~~2) Assuming~~ including the Incorporated Documents), in their respective form first used to confirm sales of shares, are hereinafter referred to as the “Prospectus”. In addition, we have reviewed evidence that such registration statement, as then amended, was declared effective on October 22, 2001, and that the Indenture has been ~~duly authorized~~qualified under the Trust Indenture Act of 1939, ~~executed and delivered by~~ as amended (the ~~Company insofar~~ “Trust Indenture Act”). Capitalized terms used but not otherwise defined herein are used as ~~Dutch law is concerned, the Indenture has been duly executed and delivered by the Company, and the Indenture is a valid and binding agreement of the Company, enforceable~~ defined in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, provided that we express no opinion as to the enforceability of any waiver of rights under any usury or stay law. (3) Assuming that the Securities have been duly authorized, executed and delivered by the Company insofar as Dutch law is concerned, the Securities, when the Securities are executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to the Underwriting Agreement. Based upon the foregoing, ~~will be valid and binding obligations~~ we are of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, and will be entitled to the benefits of the Indenture pursuant to which such Securities are to be issued, provided that we express no opinion as to the enforceability of any waiver of rights under any usury or stay law. (4) Assuming that the Underwriting Agreement has been duly authorized, executed and delivered by the Company insofar as Dutch law is concerned, under the laws of the State of New York relating to personal jurisdiction, the Company has, pursuant to Section 15(a) of the Underwriting Agreement and Section 114 of the Indenture, validly and irrevocably submitted to the non-exclusive personal jurisdiction of any state or United States Federal court located in the Borough of Manhattan, the City of New York, New York (each a “New York Court”) in any action arising out of or relating to the Indenture and the Underwriting Agreement or the transactions contemplated thereby, has validly and irrevocably waived to the fullest extent it may effectively do so any objection to the venue of a proceeding in any New York Court, and has validly and irrevocably appointed the Authorized Agent as its authorized agent for the purpose described in Section 15(b) of the Underwriting Agreement and Section 114 of the Indenture; and service of process effected on such agent in the manner set forth in Section 15(b) of the Underwriting Agreement and Section 114 of the Indenture will be effective to confer valid personal jurisdiction on the Company.that:

Appears in 1 contract

Sources: Underwriting Agreement (Aegon Nv)

Limitations and Qualifications. The foregoing opinion is subject to the following comments and qualifications: 1. Our opinions are subject to bankruptcy, insolvency, reorganization, fraudulent conveyance, preference, equitable subordination, moratorium and other similar laws affecting the rights and remedies of creditors generally and to possible judicial action giving effect to governmental actions or foreign laws affecting creditors’ rights. Our opinions are also subject to the effect of general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law. 2. We express no opinion as to the enforceability of the indemnification or contribution provisions of the Indenture that may violate any law, rule, regulation or public policy. 3. The enforceability of provisions in the Indenture to the effect that terms may not be waived or modified except in writing may be limited under certain circumstances. 4. We note that under certain circumstances the federal courts located in the State of New York may decline to exercise subject matter jurisdiction to adjudicate a controversy relating to or arising under the Indenture, but this does not affect the ability of a party to the Indenture to bring an action relating to or arising under the Indenture in a New York State court. 5. The opinion set forth in D.10 above is based on the Internal Revenue Code of 1986, as amended, Treasury Regulations, case law and Internal Revenue Service rulings or pronouncements as they exist on the date of this opinion. These authorities are all subject to change and such change may be made with retroactive effect. We can give no assurance that after any such change, this opinion would not be different. Moreover, this opinion is not binding on the Internal Revenue Service or the courts. 6. We undertake no responsibility to update or supplement this opinion. 7. In expressing the opinions set forth in paragraphs D.4 and D.5 above: (a) we have assumed that if the U.S. federal courts are found to be an appropriate forum for the enforcement of rights and obligations under the Indenture, that jurisdiction would be based on the diversity of the parties to the action. Diversity may not in fact exist as a basis for federal jurisdiction in an action against a party to the Indenture if any party to the action maintains a place of business in any state of the United States in which another party to the action is organized or maintains a place of business or if more than one party to the action is incorporated or organized outside of the United States; (b) we note that, despite any waivers contained in the Indenture, a court of the State of New York or a U.S. federal court has the power to transfer or dismiss an action on the grounds that the court is an inconvenient forum for that action; (c) we have assumed that consent to the choice of Dutch law provision in the Indenture was not obtained from any party to the Indenture by improper means or mistake and that the legal questions at issue in any suit or proceeding with regard to the Indenture would be governed by principles that had been considered and decided under Dutch law before initiation of the suit or proceeding, and would thus not be questions of first impression for a court in the Netherlands; and (d) we note that effective enforcement of a foreign currency claim in the courts of the State of New York may be limited by requirements that the claim (or a foreign currency judgment in respect of a claim), or a claim with respect to any guarantee of the claim, be converted into U.S. dollars at the rate of exchange prevailing on the date of the judgment or decree by the New York court or U.S. federal court. 8. The selection of New York law as the governing law of the Indenture is expressly permitted by New York General Obligations Law section 5-1401, but the enforceability of this selection may be subject to limitations under the Constitution of the United States of America. This opinion is given for the sole benefit of the Underwriters and may not be disclosed to any other person, nor relied upon by any other person or for any other purpose, nor is it to be quoted or made public in any way without our prior written consent. To ensure compliance with requirements imposed by the Internal Revenue Service, we inform you that the U.S. federal tax advice contained in this opinion letter (1) was not intended or written to be used, and cannot be used, for the purpose of avoiding U.S. federal tax-related penalties under the United States Internal Revenue Code of 1986, as amended, and (2) was written to support the promotion or marketing of the Securities. Taxpayers should seek the advice of their own independent tax advisors based on their own particular circumstances. Yours faithfully, Our Ref: NY: 81039.1 DRAFT June 1, 2005 ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Citigroup Global Markets Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. UBS Securities LLC ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Fargo Securities, LLC ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Acting severally on behalf of themselves and as Representatives of the several Underwriters ~~Offering of US$500,000,000 aggregate principal amount of Securities by AEGON N.V.~~ Ladies and Gentlemen: We have acted as special counsel to AEGON ~~N.V.~~N.V, a limited liability public company incorporated under the laws of ~~the~~ The Netherlands (the “Company”), on matters of New York and United States ~~federal~~ Federal law in connection with the offer and sale of ~~US$500,000,000~~ $925,000,000 aggregate principal amount of Securities. We are furnishing this letter to you pursuant to Section ~~5(e~~5(f) of the underwriting agreement dated ~~January 24~~May 25, ~~2012~~ 2005 (the “Underwriting Agreement”), among ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, ~~Citigroup Global Markets Inc., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇ Fargo Securities,~~ UBS Securities LLC, ~~as representatives, and~~ the other Underwriters named therein and the Company. This letter deals with our involvement in the preparation of (i) the registration statement of the Company on Form F-3 (No. 333-~~174878~~71438) filed with the Commission on ~~June 14~~October 11, ~~2011~~2001 and declared effective by the Commission on October 22, 2001, including the information deemed to be a part thereof as of such time pursuant to Rule 430A under the Securities Act; (ii) the ~~base~~ prospectus dated ~~June 14~~October 22, ~~2011 (the “Basic Prospectus”)~~ 2001 filed with the Commission as part of the Registration Statement; and (iii) the preliminary prospectus supplement dated January 23, 2012 in the form filed with the Commission pursuant to Rule 424 under the Securities Act specifically relating to the Securities (the “Preliminary Prospectus Supplement”); (iv) the Issuer Free Writing Prospectus listed in Schedule III to the Underwriting Agreement (the “Issuer Free Writing Prospectus”); and the prospectus supplement of the Company dated ~~January 24~~May 25, ~~2012~~2005, in the form filed with the Commission pursuant to Rule 424 under the Securities Act specifically relating to the Securities. The Basic Prospectus, the Preliminary Prospectus Supplement (including the documents incorporated or deemed to be incorporated by reference therein) and any Issuer Free Writing Prospectus as of the Time of Sale are together hereinafter referred to as the “Time of Sale Prospectus”. The Basic Prospectus and the Prospectus Supplement (including the documents incorporated or deemed to be incorporated by reference therein) that is in the form filed pursuant to Rule 424(b) of the Securities Act (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) are hereinafter together referred to as the “Prospectus”. Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Underwriting Agreement. We have participated with the Underwriters and the Company in meetings and telephone conversations with representatives of the Underwriters, representatives of the Company, representatives of the Company’s external auditors and representatives of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ ~~LLP~~ as legal advisers to the Underwriters during which the contents of the Registration ~~Statement, the Time of Sale Prospectus~~ Statement and Prospectus were discussed. Although we have made certain inquiries and investigations in connection with the preparation of the Registration ~~Statement, the Time of Sale Prospectus~~ Statement and the Prospectus, the limitations inherent in the role of outside counsel are such that we cannot and do not assume responsibility for the accuracy, completeness or fairness of the statements made in the Registration ~~Statement, the Time of Sale Prospectus~~ Statement and the Prospectus, except insofar as such statements relate to us. We have not participated in the preparation of any documents incorporated by reference into the Registration ~~Statement, the Time of Sale Prospectus~~ Statement or the Prospectus and we have not engaged in any independent check or verification of the contents of the Registration ~~Statement, the Time of Sale Prospectus~~ Statement or the Prospectus. Subject to the foregoing, we hereby advise you that (i) each document, if any, filed pursuant to the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated by reference in ~~the Time of Sale Prospectus and~~ the Prospectus (except for the information of an accounting, financial or statistical nature included therein or omitted therefrom, and except for the Statement of Eligibility (Form T-1) under the Trust Indenture Act, as to which we do not express any view), when so filed, ~~appeared~~ complied as to ~~be appropriately responsive on its face~~ form in all material respects with the requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder; and (ii) each part of the Registration Statement, when such part became effective, and the Prospectus, as of the date thereof and hereof (except for the information of an accounting, financial or statistical nature included therein or omitted therefrom, and except for the Statement of Eligibility (Form T-1) under the Trust Indenture Act, as to which we do not express any view), ~~appeared~~ complied as to ~~be appropriately responsive on its face~~ form in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Further, we hereby advise you that our work in connection with this matter did not disclose any information that gave us reason to believe that (i) ~~any part of~~ the Registration Statement (except for the information of an accounting, financial or statistical nature included therein or omitted therefrom, and except for the Statement of Eligibility (Form T-1) under the Trust Indenture Act, as to which we do not express any view), ~~insofar as it relates to the offering of the Securities,~~ when such part became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus, insofar as it relates to the offering of Securities, as of the Time of Sale (except for the information of an accounting, financial or statistical nature included therein or omitted therefrom and except for the Statement of Eligibility (Form T-1) under the Trust Indenture Act, as to which we do not express any view) contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (~~iii~~ii) as of the date hereof or the date of the Prospectus, the Prospectus (except for the information of an accounting, financial or statistical nature included therein or omitted therefrom, and except for the Statement of Eligibility (Form T-1) under the Trust Indenture Act, as to which we do not express any view~~), insofar as it relates to the offering of the Securities,~~ ) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made, not misleading. We are furnishing this letter to you solely for your benefit in connection with the offering of the Securities. This letter is ~~given for the sole benefit of the Underwriters and may~~ not to be ~~disclosed~~ used, circulated, quoted or otherwise referred to ~~any other person, nor relied upon by any other person or~~ for any other purpose~~, nor is it to be quoted or made public in any way without our prior written consent. We undertake no responsibility to update or supplement this letter~~. Yours faithfully,, [Letterhead of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇] June 1, 2005 ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated UBS Securities LLC As Representatives of the several Underwriters referred to below (the “Underwriters”) Ladies and Gentlemen: We have acted as special counsel for the several underwriters (the “Underwriters”) named in Schedule II to the Underwriting Agreement dated May 25, 2005 (the “Underwriting Agreement”) among Aegon N.V., a corporation organized under the laws of The Netherlands (the “Company”), and the Underwriters pursuant to which you have agreed to purchase severally from the Company $ 925,000,000 aggregate principal amount of the Company’s 6.375% Perpetual Capital Securities (the “Securities”) to be issued pursuant to an indenture dated as of October 11, 2001 between the Company, AEGON Funding Corp. and AEGON Funding Corp II and Citibank, N.A., as Trustee, (the “Base Indenture”), as supplemented by a supplemental indenture dated as of November 14, 2003 (the “First Supplemental Indenture”) and as supplemented by a second supplemental indenture dated as of this date (the “Second Supplemental Indenture” and, collectively, with the First Supplemental Indenture and the Base Indenture, the “Indenture”) with respect to the Securities. This opinion is delivered pursuant to Section 5(g) of the Underwriting Agreement. We have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion. We have (i) participated in the preparation of the prospectus supplement of the Company dated May 25, 2005 in the form filed with the United States Securities and Exchange Commission (the “Commission”) on May •, 2005 pursuant to Rule 424 under the U.S. Securities Act of 1933 (the “Securities Act”) (the “Prospectus Supplement”) (other than the documents incorporated by reference therein (the “Incorporated Documents”)) relating to the registration of the offering of Securities and (ii) reviewed the registration statement of the Company on Form F-3 (File No. 333-71438), filed with the Commission on October 11, 2001 and declared effective on October 22, 2001, and the prospectus dated October 22, 2001 (the “Basic Prospectus”), filed with the Commission as part of such registration statement. The registration statement including exhibits thereto, as amended to the date of the Underwriting Agreement is hereinafter referred to as the “Registration Statement”, and the Basic Prospectus with the Prospectus Supplement (including the Incorporated Documents), in their respective form first used to confirm sales of shares, are hereinafter referred to as the “Prospectus”. In addition, we have reviewed evidence that such registration statement, as then amended, was declared effective on October 22, 2001, and that the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). Capitalized terms used but not otherwise defined herein are used as defined in the Underwriting Agreement. Based upon the foregoing, we are of the opinion that: (1i) Assuming that the Underwriting Agreement has been duly authorized, executed and delivered by the Company insofar as ~~Dutch~~ Netherlands law is concerned, the Underwriting Agreement has been duly executed and delivered by the Company. (2ii) ~~Assuming~~ The Indenture has been qualified under the Trust Indenture Act and the rules and regulations of the Commission thereunder; and assuming that the Indenture has been duly authorized, executed and delivered by the Company insofar as ~~Dutch~~ Netherlands law is concerned, the Indenture has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery of the Indenture is by the Trustee and that each of the Trustee and the Company has full power, authority and legal right to enter into and perform its obligations thereunder, the Indenture (other than the terms governed by Dutch law on which we express no opinion) constitutes a valid and binding agreement of the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, provided that we express no opinion as to the enforceability of any waiver of rights under any usury or stay law.; (3iii) Assuming that the Securities have been duly authorized, executed and delivered by the Company insofar as ~~Dutch~~ Netherlands law is concerned, the ~~Securities~~Securities (other than the terms governed by Dutch law on which we express no opinion), when the Securities are ~~executed and~~ authenticated in accordance with the ~~provisions~~ terms of the Indenture and the Securities are delivered to and paid for by in accordance with the ~~Underwriters pursuant to~~ terms of the Underwriting Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, and will be Company entitled to the benefits of the Indenture; and (iv) The choice of Dutch law as the proper law to govern Article • of the Second Supplemental Indenture ~~pursuant to which~~ (Subordination) should be upheld as a valid choice of law by a New York Court and applied by such ~~Securities are to be issued, provided that we express no opinion as~~ courts in proceedings relating to the ~~enforceability~~ obligations of ~~any waiver~~ the parties under such agreements, unless the application of ~~rights under any usury or stay law. (4) Assuming that the Underwriting Agreement has been duly authorized, executed and delivered by the Company insofar as~~ Dutch law ~~is concerned, under~~ would contravene the ~~laws~~ public policy of the State of New York or U.S. federal law. We are not aware of any public policy of the State of New York or of U.S. federal law that would be impugned by the enforcement of the express provisions of Article • of the Second Supplemental Indenture. For the purposes of this paragraph, we have assumed that consent to the choice of law provision in such agreements was not obtained from any party to such agreement by improper means or mistake, that the legal questions at issue in any suit or proceeding with regard to such agreements would be governed by principles that had been considered and decided under Dutch law before limitation of such suit or proceeding, and would thus not be questions of first impression for a Dutch court, and that a Dutch court would itself enforce the choice of law provision contained in such agreements. We have considered the statements relating to ~~personal jurisdiction~~legal matters included in the Prospectus Supplement under the caption “Description of the Capital Securities” and “Underwriting” and in the Basic Prospectus under “Description of Debt Securities”. In our opinion, such statements fairly summarize in all material respects such matters. We have not ourselves checked the accuracy, completeness or fairness of, or otherwise verified, the information furnished with respect to other matters in the Registration Statement or the Prospectus. We have generally reviewed and discussed with your representatives, and with certain officers and employees of, and counsel and independent public accountants for, the Company ~~has~~the information furnished, ~~pursuant~~ whether or not subject to ~~Section 15(a)~~ our check and verification. On the basis of ~~the Underwriting Agreement~~ such consideration, review and ~~Section 114 of the Indenture~~discussion, ~~validly and irrevocably submitted~~ but without independent check or verification except as stated, nothing has come to the non-exclusive personal jurisdiction of any state or United States Federal court located in the Borough of Manhattan, the City of New York, New York (each a “New York Court”) in any action arising out of or relating our attention to the Indenture and the Underwriting Agreement or the transactions contemplated thereby, has validly and irrevocably waived to the fullest extent it may effectively do so any objection to the venue of a proceeding in any New York Court, and has validly and irrevocably appointed the Authorized Agent as its authorized agent for the purpose described in Section 15(b) of the Underwriting Agreement and Section 114 of the Indenture; and service of process effected on such agent in the manner set forth in Section 15(b) of the Underwriting Agreement and Section 114 of the Indenture will be effective to confer valid personal jurisdiction on the Company.ca

Appears in 1 contract

Sources: Underwriting Agreement (Aegon Funding Corp Ii)

Limitations and Qualifications. The foregoing opinion is subject to the following comments and qualifications: 1. Our opinions are subject to bankruptcy, insolvency, reorganization, fraudulent conveyance, preference, equitable subordination, moratorium and other similar laws affecting the rights and remedies of creditors generally and to possible judicial action giving effect to governmental actions or foreign laws affecting creditors’ ' rights. Our opinions are also subject to the effect of general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law. 2. We express no opinion as to the enforceability of the indemnification or contribution provisions of the Indenture that may violate any law, rule, regulation or public policy. 3. The enforceability of provisions in the Indenture to the effect that terms may not be waived or modified except in writing may be limited under certain circumstances. 4. We note that under certain circumstances the federal courts located in the State of New York may decline to exercise subject matter jurisdiction to adjudicate a controversy relating to or arising under the Indenture, but this does not affect the ability of a party to the Indenture to bring an action relating to or arising under the Indenture in a New York State court. 5. The opinion set forth in ~~D.10~~ D.12 above is based on the Internal Revenue Code of 1986, as amended, Treasury Regulations, case law and Internal Revenue Service rulings or pronouncements as they exist on the date of this opinion. These authorities are all subject to change and such change may be made with retroactive effect. We can give no assurance that after any such change, this opinion would not be different. Moreover, this opinion is not binding on the Internal Revenue Service or the courts. 6. We undertake no responsibility to update or supplement this opinion. 7. In expressing the opinions set forth in paragraphs ~~D.4~~ D.6 and ~~D.5 above~~D.7 above with respect to the Company: (a) we have assumed that if the U.S. federal courts are found to be an appropriate forum for the enforcement of rights and obligations under the Indenture, that jurisdiction would be based on the diversity of the parties to the action. Diversity may not in fact exist as a basis for federal jurisdiction in an action against a party to the Indenture if any party to the action maintains a place of business in any state of the United States in which another party to the action is organized or maintains a place of business or if more than one party to the action is incorporated or organized outside of the United States; (b) we note that, despite any waivers contained in the Indenture, a court of the State of New York or a U.S. federal court has the power to transfer or dismiss an action on the grounds that the court is an inconvenient forum for that action; (c) we have assumed that consent to the choice of Dutch law provision in the Indenture was not obtained from any party to the Indenture by improper means or mistake and that the legal questions at issue in any suit or proceeding with regard to the Indenture would be governed by principles that had been considered and decided under Dutch law before initiation of the suit or proceeding, and would thus not be questions of first impression for a court in the Netherlands; and (d) we note that effective enforcement of a foreign currency claim in the courts of the State of New York may be limited by requirements that the claim (or a foreign currency judgment in respect of a claim), or a claim with respect to any guarantee of the claim, be converted into U.S. dollars at the rate of exchange prevailing on the date of the judgment or decree by the New York court or U.S. federal court. 8. The selection of New York law as the governing law of the Indenture is expressly permitted by New York General Obligations Law section 5-1401, but the enforceability of this selection may be subject to limitations under the Constitution of the United States of America. This opinion is given for the sole benefit of the Underwriters and may not be disclosed to any other person, nor relied upon by any other person or for any other purpose, nor is it to be quoted or made public in any way without our prior written consent. To ensure compliance with requirements imposed by the Internal Revenue Service, we inform you that the U.S. federal tax advice contained in this opinion letter (1) was not intended or written to be used, and cannot be used, for the purpose of avoiding U.S. federal tax-related penalties under the United States Internal Revenue Code of 1986, as amended, and (2) was written to support the promotion or marketing of the Securities. Taxpayers should seek the advice of their own independent tax advisors based on their own particular circumstances. Yours faithfully, ▇▇▇~~▇▇▇~~▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Citigroup Global Markets Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ~~& Co.~~ Securities LLC ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Fargo Securities, LLC ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Barclays Capital Inc. Deutsche Bank Securities Inc. Acting severally on behalf of themselves and as Representatives of the several Underwriters ~~Offering of US$500,000,000 aggregate principal amount of Securities by AEGON N.V.~~ Ladies and Gentlemen: We have acted as special counsel to AEGON ~~N.V.~~Funding Corp., a Delaware corporation (the "Issuer") and AEGON N.V, a limited liability public company incorporated under the laws of the Netherlands (the “"Company”"), on matters of New ~~York~~ York, Delaware General Corporation Law and United States ~~federal~~ Federal law in connection with the offer and sale of US$500,000,000 aggregate principal amount of ~~Securities~~Notes, fully and unconditionally guaranteed by the Company. We are furnishing this letter to you pursuant to Section ~~5(e~~5(f) of the underwriting agreement dated ~~January 24~~December 5, ~~2012~~ 2005 (the “"Underwriting Agreement”"), among ~~▇▇▇▇▇▇▇ Lynch~~Banc of America Securities LLC, ~~Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Citigroup Global Markets~~ Barclays Capital Inc., ~~▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇ Fargo Securities~~Deutsche Bank Securities Inc., ~~LLC, as representatives, and~~ the other Underwriters named therein and the Company. This letter deals with our involvement in the preparation of (i) the registration statement of the Company on Form F-3 (No. 333-~~174878~~71438) filed with the Commission on ~~June 14~~October 11, ~~2011~~2001 and declared effective by the Commission on October 22, 2001, including the information deemed to be a part thereof as of such time pursuant to Rule 430A under the Securities Act; (ii) the base prospectus dated ~~June 14~~May 20, ~~2011~~ 2005 (the “"Basic Prospectus”") filed with the Commission as part of the Registration Statement; (iii) the preliminary prospectus supplement dated ~~January 23~~December • , ~~2012~~ 2005 in the form filed with the Commission pursuant to Rule 424 under the Securities Act specifically relating to the Securities and the Guarantees (the “"Preliminary Prospectus Supplement”"); (iv) the Issuer and Company Free Writing Prospectus listed in Schedule III to the Underwriting Agreement (the “"Issuer Free Writing Prospectus”"); and the prospectus supplement of the Issuer and the Company dated ~~January 24~~December • , ~~2012~~2005, in the form filed with the Commission pursuant to Rule 424 under the Securities Act specifically relating to the Securities. The Basic Prospectus, the Preliminary Prospectus Supplement (including the documents incorporated or deemed to be incorporated by reference therein) and any Issuer Free Writing Prospectus as of the Time of Sale are together hereinafter referred to as the “"Time of Sale Prospectus”". The Basic Prospectus and the Prospectus Supplement (including the documents incorporated or deemed to be incorporated by reference therein) that is in the form filed pursuant to Rule 424(b) of the Securities Act (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) are hereinafter together referred to as the “"Prospectus”". Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Underwriting Agreement. We have participated with the ~~Underwriters~~ Underwriters, the Issuer and the Company in meetings and telephone conversations with representatives of the Underwriters, representatives of the Issuer and the Company, representatives of the Issuer's and the Company’s 's external auditors and representatives of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ ~~LLP~~ as legal advisers to the Underwriters during which the contents of the Registration Statement, the Time of Sale Prospectus and Prospectus were discussed. Although we have made certain inquiries and investigations in connection with the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus, the limitations inherent in the role of outside counsel are such that we cannot and do not assume responsibility for the accuracy, completeness or fairness of the statements made in the Registration Statement, the Time of Sale Prospectus and the Prospectus, except insofar as such statements relate to us. We have not participated in the preparation of any documents incorporated by reference into the Registration Statement, the Time of Sale Prospectus or the Prospectus and we have not engaged in any independent check or verification of the contents of the Registration ~~Statement, the Time of Sale Prospectus~~ Statement or the Prospectus. Subject to the foregoing, we hereby advise you that (i) each document, if any, filed pursuant to the U.S. Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), and incorporated by reference in the Time of Sale Prospectus and the Prospectus (except for the information of an accounting, financial or statistical nature included therein or omitted therefrom, and except for the Statement of Eligibility (Form T-1) under the Trust Indenture Act, as to which we do not express any view), when so filed, ~~appeared~~ complied as to ~~be appropriately responsive on its face~~ form in all material respects with the requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder; and (ii) each part of the Registration Statement, when such part became effective, and the Prospectus, as of the date thereof and hereof (except for the information of an accounting, financial or statistical nature included therein or omitted therefrom, and except for the Statement of Eligibility (Form T-1) under the Trust Indenture Act, as to which we do not express any view), ~~appeared~~ complied as to ~~be appropriately responsive on its face~~ form in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Further, we hereby advise you that our work in connection with this matter did not disclose any information that gave us reason to believe that (i) ~~any part of~~ the Registration Statement (except for the information of an accounting, financial or statistical nature included therein or omitted therefrom, and except for the Statement of Eligibility (Form T-1) under the Trust Indenture Act, as to which we do not express any view), ~~insofar as it relates to~~ at the ~~offering~~ date of the ~~Securities, when such part became effective~~Underwriting Agreement, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale ~~Prospectus, insofar as it relates to the offering of Securities,~~ Prospectus as of the Time of Sale (except for the information of an accounting, financial or statistical nature included therein or omitted therefrom and except for the Statement of Eligibility (Form T-1) under the Trust Indenture Act, as to which we do not express any view) contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) as of the date hereof or the date of the Prospectus, the Prospectus (except for the information of an accounting, financial or statistical nature included therein or omitted therefrom, and except for the Statement of Eligibility (Form T-1) under the Trust Indenture Act, as to which we do not express any view~~), insofar as it relates to the offering of the Securities,~~ ) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made, not misleading. We are furnishing this letter to you solely for your benefit in connection with the offering of the Securities. This letter is ~~given for the sole benefit of the Underwriters and may~~ not to be ~~disclosed~~ used, circulated, quoted or otherwise referred to ~~any other person, nor relied upon by any other person or~~ for any other purpose~~, nor is it to be quoted or made public in any way without our prior written consent. We undertake no responsibility to update or supplement this letter~~. Yours faithfully,, ▇▇▇▇▇ & Overy LLP EXHIBIT D 0207 418 1033 December 12, ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ Securities LLC Barclays Capital Inc. Deutsche Bank Securities Inc. As Representatives of the several Underwriters referred to below (the "Underwriters") c/o Banc of America Securities LLC ▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Ladies and Gentlemen: We have acted as special counsel for the several underwriters (the "Underwriters") named in Schedule II to the Underwriting Agreement dated December 5, 2005 (the "Underwriting Agreement") among AEGON Funding Corp., a Delaware corporation (the "Issuer"), AEGON N.V., a corporation organized under the laws of the Netherlands (the "Company"), and the Underwriters pursuant to which you have agreed to purchase severally from the Issuer $500,000,000 aggregate principal amount of the Issuer's 5.75% Senior Notes due 2020 (the "Securities"). The Securities will be fully and unconditionally guaranteed by the Company (the "Guarantees"). The Securities and the Guarantees are to be issued pursuant to an indenture dated as of October 11, 2001 between the Company, the Issuer and AEGON Funding Corp. II and Citibank, N.A., as Trustee, (the "Base Indenture"), as supplemented by a supplemental indenture dated as of November 14, 2003 (the "First Supplemental Indenture"), a second supplemental indenture dated as of June 1, 2005 (the "Second Supplemental Indenture"), a third supplemental indenture dated as of November 23, 2005 (the "Third Supplemental Indenture") and a fourth supplemental indenture dated as of this date with respect to the Securities and the Guarantees (the "Fourth Supplemental Indenture") and collectively, with the Third Supplemental Indenture, the Second Supplemental Indenture, the First Supplemental Indenture, and the Base Indenture, the "Indenture"). This opinion is delivered pursuant to Section 5(g) of the Underwriting Agreement. We have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion. We have (i) participated in the preparation of the preliminary prospectus supplement of the Issuer and the Company dated December • , 2005 with respect to the Securities and the Guarantees filed with the United States Securities and Exchange Commission (the "Commission") on December 5, 2005 pursuant to Rule 424 under the U.S. Securities Act of 1933 (the "Securities Act") (the "Preliminary Prospectus Supplement") (other than the documents incorporated or deemed to be incorporated by reference therein (the "Incorporated Documents") (ii) participated in the preparation of the prospectus supplement of the Issuer and the Company dated December • , 2005 in the form filed with the Commission on December • , 2005 pursuant to Rule 424 under the Securities Act (the "Prospectus Supplement") (other than the Incorporated Documents), (iii) participated in the preparation of the Issuer and Company Free Writing Prospectus containing the final terms of the Securities substantially in the form of Schedule III of the Underwriting Agreement (the "Free Writing Prospectus") and (iv) reviewed the registration statement of the Issuer and the Company on Form F-3 (File No. 333-71438), filed with the Commission on October 11, 2001 and declared effective on October 22, 2001, and the prospectus dated May 20, 2005 (the "Basic Prospectus"), filed with the Commission in accordance with Rule 424 under the Securities Act and part of such registration statement. The registration statement including exhibits thereto, as amended to the date of the Underwriting Agreement is hereinafter referred to as the "Registration Statement". The Basic Prospectus with the Preliminary Prospectus Supplement (including the Incorporated Documents) together with the Free Writing Prospectus are hereinafter referred to as the "Time of Sale Prospectus." The Basic Prospectus with the Prospectus Supplement (including the Incorporated Documents), in their respective form first used to confirm sales of Securities or made available to the Underwriters in accordance with Rule 173 of the Securities Act, are hereinafter referred to as the "Prospectus". In addition, we have reviewed evidence that such registration statement, as then amended, was declared effective on October 22, 2001, and that the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). Capitalized terms used but not otherwise defined herein are used as defined in the Underwriting Agreement. Based upon the foregoing, we are of the opinion that: (1i) The issuer has duly authorized, executed and delivered the Underwriting Agreement. (ii) Assuming that the Underwriting Agreement has been duly authorized, executed and delivered by the Company insofar as ~~Dutch~~ Netherlands law is concerned, the Underwriting Agreement has been duly executed and delivered by the Company. (2iii) ~~Assuming~~ The Indenture has been qualified under the Trust Indenture Act and the rules and regulations of the Commission thereunder. The Indenture has been duly authorized by the Issuer and assuming that the Indenture has been duly authorized, executed and delivered by the Company insofar as Dutch law is concerned, the Indenture has been duly executed and delivered by the Company, and the Indenture is a valid and binding agreement of the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, provided that we express no opinion as to the enforceability of any waiver of rights under any usury or stay law. (3) Assuming that the Securities have been duly authorized, executed and delivered by the Company insofar as Dutch law is concerned, the Securities, when the Securities are executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to the Underwriting Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, and will be entitled to the benefits of the Indenture pursuant to which such Securities are to be issued, provided that we express no opinion as to the enforceability of any waiver of rights under any usury or stay law. (4) Assuming that the Underwriting Agreement has been duly authorized, executed and delivered by the Company insofar as Dutch law is concerned, under the laws of the State of New York relating to personal jurisdiction, the Company has, pursuant to Section 15(a) of the Underwriting Agreement and Section 114 of the Indenture, validly and irrevocably submitted to the non-exclusive personal jurisdiction of any state or United States Federal court located in the Borough of Manhattan, the City of New York, New York (each a “New York Court”) in any action arising out of or relating to the Indenture and the Underwriting Agreement or the transactions contemplated thereby, has validly and irrevocably waived to the fullest extent it may effectively do so any objection to the venue of a proceeding in any New York Court, and has validly and irrevocably appointed the Authorized Agent as its authorized agent for the purpose described in Section 15(b) of the Underwriting Agreement and Section 114 of the Indenture; and service of process effected on such agent in the manner set forth in Section 15(b) of the Underwriting Agreement and Section 114 of the Indenture will be effective to confer valid personal jurisdiction on the Company.delivered

Appears in 1 contract

Sources: Underwriting Agreement (Aegon Funding Corp)

Limitations and Qualifications. The foregoing opinion is subject to the following comments and qualifications: 1. Our opinions are subject to bankruptcy, insolvency, reorganization, fraudulent conveyance, preference, equitable subordination, moratorium and other similar laws affecting the rights and remedies of creditors generally and to possible judicial action giving effect to governmental actions or foreign laws affecting creditors’ rights. Our opinions are also subject to the effect of general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law. 2. We express no opinion as to the enforceability of the indemnification or contribution provisions of the Indenture that may violate any law, rule, regulation or public policy. 3. The enforceability of provisions in the Indenture to the effect that terms may not be waived or modified except in writing may be limited under certain circumstances. 4. We note that under certain circumstances the federal courts located in the State of New York may decline to exercise subject matter jurisdiction to adjudicate a controversy relating to or arising under the Indenture, but this does not affect the ability of a party to the Indenture to bring an action relating to or arising under the Indenture in a New York State court. 5. The opinion set forth in D.10 above is based on the Internal Revenue Code of 1986, as amended, Treasury Regulations, case law and Internal Revenue Service rulings or pronouncements as they exist on the date of this opinion. These authorities are all subject to change and such change may be made with retroactive effect. We can give no assurance that after any such change, this opinion would not be different. Moreover, this opinion is not binding on the Internal Revenue Service or the courts. 6. We undertake no responsibility to update or supplement this opinion. 7. In expressing the opinions set forth in paragraphs D.4 and D.5 above: (a) we have assumed that if the U.S. federal courts are found to be an appropriate forum for the enforcement of rights and obligations under the Indenture, that jurisdiction would be based on the diversity of the parties to the action. Diversity may not in fact exist as a basis for federal jurisdiction in an action against a party to the Indenture if any party to the action maintains a place of business in any state of the United States in which another party to the action is organized or maintains a place of business or if more than one party to the action is incorporated or organized outside of the United States; (b) we note that, despite any waivers contained in the Indenture, a court of the State of New York or a U.S. federal court has the power to transfer or dismiss an action on the grounds that the court is an inconvenient forum for that action; (c) we have assumed that consent to the choice of Dutch law provision in the Indenture was not obtained from any party to the Indenture by improper means or mistake and that the legal questions at issue in any suit or proceeding with regard to the Indenture would be governed by principles that had been considered and decided under Dutch law before initiation of the suit or proceeding, and would thus not be questions of first impression for a court in the Netherlands; and (d) we note that effective enforcement of a foreign currency claim in the courts of the State of New York may be limited by requirements that the claim (or a foreign currency judgment in respect of a claim), or a claim with respect to any guarantee of the claim, be converted into U.S. dollars at the rate of exchange prevailing on the date of the judgment or decree by the New York court or U.S. federal court. 8. The selection of New York law as the governing law of the Indenture is expressly permitted by New York General Obligations Law section 5-1401, but the enforceability of this selection may be subject to limitations under the Constitution of the United States of America. This opinion is given for the sole benefit of the Underwriters and may not be disclosed to any other person, nor relied upon by any other person or for any other purpose, nor is it to be quoted or made public in any way without our prior written consent. To ensure compliance with requirements imposed by the Internal Revenue Service, we inform you that the U.S. federal tax advice contained in this opinion letter (1) was not intended or written to be used, and cannot be used, for the purpose of avoiding U.S. federal tax-related penalties under the United States Internal Revenue Code of 1986, as amended, and (2) was written to support the promotion or marketing of the Securities. Taxpayers should seek the advice of their own independent tax advisors based on their own particular circumstances. Yours faithfully, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Citigroup Global Markets Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Fargo SecuritiesWachovia Capital Markets, LLC ~~▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇~~ Acting severally on behalf of themselves and as Representatives of the several Underwriters Offering of ~~US$~~US$ 500,000,000 aggregate principal amount of Securities by AEGON N.V. Ladies and Gentlemen: We have acted as special counsel to AEGON ~~N.V.~~N.V, a limited liability public company incorporated under the laws of ~~the~~ The Netherlands (the “Company”), on matters of New York and United States ~~federal~~ Federal law in connection with the offer and sale of ~~US$~~US$ 500,000,000 aggregate principal amount of Securities. We are furnishing this letter to you pursuant to Section 5(e) of the underwriting agreement dated ~~January 24~~November 17, ~~2012~~ 2005 (the “Underwriting Agreement”), among ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, ~~Citigroup Global Markets Inc., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇ Fargo Securities~~Wachovia Capital Markets, LLC, ~~as representatives, and~~ the other Underwriters named therein and the Company. This letter deals with our involvement in the preparation of (i) the registration statement of the Company on Form F-3 (No. 333-~~174878~~71438) filed with the Commission on ~~June 14~~October 11, ~~2011~~2001 and declared effective by the Commission on October 22, 2001, including the information deemed to be a part thereof as of such time pursuant to Rule 430A under the Securities Act; (ii) the ~~base~~ prospectus dated ~~June 14~~May 20, ~~2011 (the “Basic Prospectus”)~~ 2005 filed with the Commission as part of the Registration Statement; and (iii) the preliminary prospectus supplement dated January 23, 2012 in the form filed with the Commission pursuant to Rule 424 under the Securities Act specifically relating to the Securities (the “Preliminary Prospectus Supplement”); (iv) the Issuer Free Writing Prospectus listed in Schedule III to the Underwriting Agreement (the “Issuer Free Writing Prospectus”); and the prospectus supplement of the Company dated ~~January 24~~November 17, ~~2012~~2005, in the form filed with the Commission pursuant to Rule 424 under the Securities Act specifically relating to the Securities. The Basic Prospectus, the Preliminary Prospectus Supplement (including the documents incorporated or deemed to be incorporated by reference therein) and any Issuer Free Writing Prospectus as of the Time of Sale are together hereinafter referred to as the “Time of Sale Prospectus”. The Basic Prospectus and the Prospectus Supplement (including the documents incorporated or deemed to be incorporated by reference therein) that is in the form filed pursuant to Rule 424(b) of the Securities Act (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) are hereinafter together referred to as the “Prospectus”. Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Underwriting Agreement. We have participated with the Underwriters and the Company in meetings and telephone conversations with representatives of the Underwriters, representatives of the Company, representatives of the Company’s external auditors and representatives of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ ~~LLP~~ as legal advisers to the Underwriters during which the contents of the Registration ~~Statement, the Time of Sale Prospectus~~ Statement and Prospectus were discussed. Although we have made certain inquiries and investigations in connection with the preparation of the Registration ~~Statement, the Time of Sale Prospectus~~ Statement and the Prospectus, the limitations inherent in the role of outside counsel are such that we cannot and do not assume responsibility for the accuracy, completeness or fairness of the statements made in the Registration ~~Statement, the Time of Sale Prospectus~~ Statement and the Prospectus, except insofar as such statements relate to us. We have not participated in the preparation of any documents incorporated by reference into the Registration ~~Statement, the Time of Sale Prospectus~~ Statement or the Prospectus and we have not engaged in any independent check or verification of the contents of the Registration ~~Statement, the Time of Sale Prospectus~~ Statement or the Prospectus. Subject to the foregoing, we hereby advise you that (i) each document, if any, filed pursuant to the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated by reference in ~~the Time of Sale Prospectus and~~ the Prospectus (except for the information of an accounting, financial or statistical nature included therein or omitted therefrom, and except for the Statement of Eligibility (Form T-1) under the Trust Indenture Act, as to which we do not express any view), when so filed, ~~appeared~~ complied as to ~~be appropriately responsive on its face~~ form in all material respects with the requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder; and (ii) each part of the Registration Statement, when such part became effective, and the Prospectus, as of the date thereof and hereof (except for the information of an accounting, financial or statistical nature included therein or omitted therefrom, and except for the Statement of Eligibility (Form T-1) under the Trust Indenture Act, as to which we do not express any view), ~~appeared~~ complied as to ~~be appropriately responsive on its face~~ form in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Further, we hereby advise you that our work in connection with this matter did not disclose any information that gave us reason to believe that (i) ~~any part of~~ the Registration Statement (except for the information of an accounting, financial or statistical nature included therein or omitted therefrom, and except for the Statement of Eligibility (Form T-1) under the Trust Indenture Act, as to which we do not express any view), ~~insofar as it relates to the offering of the Securities,~~ when such part became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus, insofar as it relates to the offering of Securities, as of the Time of Sale (except for the information of an accounting, financial or statistical nature included therein or omitted therefrom and except for the Statement of Eligibility (Form T-1) under the Trust Indenture Act, as to which we do not express any view) contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (~~iii~~ii) as of the date hereof or the date of the Prospectus, the Prospectus (except for the information of an accounting, financial or statistical nature included therein or omitted therefrom, and except for the Statement of Eligibility (Form T-1) under the Trust Indenture Act, as to which we do not express any view~~), insofar as it relates to the offering of the Securities,~~ ) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made, not misleading. We are furnishing this letter to you solely for your benefit in connection with the offering of the Securities. This letter is ~~given for the sole benefit of the Underwriters and may~~ not to be ~~disclosed~~ used, circulated, quoted or otherwise referred to ~~any other person, nor relied upon by any other person or~~ for any other purpose~~, nor is it to be quoted or made public in any way without our prior written consent. We undertake no responsibility to update or supplement this letter~~. Yours faithfully, , [Letterhead of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇] November 23, 2005 ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Wachovia Capital Markets, LLC As Representatives of the several Underwriters referred to below (1the “Underwriters”) ~~Assuming that~~ Ladies and Gentlemen: We have acted as special counsel for the several underwriters (the “Underwriters”) named in Schedule II to the Underwriting Agreement ~~has been duly authorized~~dated November 17, ~~executed~~ 2005 (the “Underwriting Agreement”) among Aegon N.V., a corporation organized under the laws of The Netherlands (the “Company”), and ~~delivered by~~ the Underwriters pursuant to which you have agreed to purchase severally from the Company ~~insofar~~ $ 500,000,000 aggregate principal amount of the Company’s 6.50% Perpetual Capital Securities (the “Securities”) to be issued pursuant to an indenture dated as ~~Dutch law~~ of October 11, 2001 between the Company, AEGON Funding Corp. and AEGON Funding Corp II and Citibank, N.A., as Trustee, (the “Base Indenture”), as supplemented by a supplemental indenture dated as of November 14, 2003 (the “First Supplemental Indenture”), a second supplemental indenture dated as of June 1, 2005 (the “Second Supplemental Indenture”) and a third supplemental indenture dated as of this date (the “Third Supplemental Indenture” and, collectively, with the Second Supplemental Indenture, the First Supplemental Indenture, and the Base Indenture, the “Indenture”) with respect to the Securities. This opinion is ~~concerned~~delivered pursuant to Section 5(f) of the Underwriting Agreement. We have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion. We have (i) participated in the preparation of the prospectus supplement of the Company dated November 17, 2005 in the form filed with the United States Securities and Exchange Commission (the “Commission”) on November •, 2005 pursuant to Rule 424 under the U.S. Securities Act of 1933 (the “Securities Act”) (the “Prospectus Supplement”) (other than the documents incorporated by reference therein (the “Incorporated Documents”)) relating to the registration of the offering of Securities and (ii) reviewed the registration statement of the Company on Form F-3 (File No. 333-71438), filed with the Commission on October 11, 2001 and declared effective on October 22, 2001, and the prospectus dated May 20, 2005 (the “Basic Prospectus”), filed with the Commission in accordance with Rule 424 under the Securities Act on May 20, 2005 and part of such registration statement. The registration statement including exhibits thereto, as amended to the date of the Underwriting Agreement ~~has been duly executed~~ is hereinafter referred to as the “Registration Statement”, and ~~delivered by~~ the ~~Company.~~ Basic Prospectus with the Prospectus Supplement (~~2) Assuming~~ including the Incorporated Documents), in their respective form first used to confirm sales of shares, are hereinafter referred to as the “Prospectus”. In addition, we have reviewed evidence that such registration statement, as then amended, was declared effective on October 22, 2001, and that the Indenture has been ~~duly authorized~~qualified under the Trust Indenture Act of 1939, ~~executed and delivered by~~ as amended (the ~~Company insofar~~ “Trust Indenture Act”). Capitalized terms used but not otherwise defined herein are used as ~~Dutch law is concerned, the Indenture has been duly executed and delivered by the Company, and the Indenture is a valid and binding agreement of the Company, enforceable~~ defined in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, provided that we express no opinion as to the enforceability of any waiver of rights under any usury or stay law. (3) Assuming that the Securities have been duly authorized, executed and delivered by the Company insofar as Dutch law is concerned, the Securities, when the Securities are executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to the Underwriting Agreement. Based upon the foregoing, ~~will be valid and binding obligations~~ we are of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, and will be entitled to the benefits of the Indenture pursuant to which such Securities are to be issued, provided that we express no opinion as to the enforceability of any waiver of rights under any usury or stay law. (4) Assuming that the Underwriting Agreement has been duly authorized, executed and delivered by the Company insofar as Dutch law is concerned, under the laws of the State of New York relating to personal jurisdiction, the Company has, pursuant to Section 15(a) of the Underwriting Agreement and Section 114 of the Indenture, validly and irrevocably submitted to the non-exclusive personal jurisdiction of any state or United States Federal court located in the Borough of Manhattan, the City of New York, New York (each a “New York Court”) in any action arising out of or relating to the Indenture and the Underwriting Agreement or the transactions contemplated thereby, has validly and irrevocably waived to the fullest extent it may effectively do so any objection to the venue of a proceeding in any New York Court, and has validly and irrevocably appointed the Authorized Agent as its authorized agent for the purpose described in Section 15(b) of the Underwriting Agreement and Section 114 of the Indenture; and service of process effected on such agent in the manner set forth in Section 15(b) of the Underwriting Agreement and Section 114 of the Indenture will be effective to confer valid personal jurisdiction on the Company.that:

Appears in 1 contract

Sources: Underwriting Agreement (Aegon Nv)

Common use of Limitations and Qualifications Clause in Contracts