United Mexican States
Ministry of Finance and Public Credit, p. 2
In arriving at the opinion expressed below, we have reviewed the following documents:
(a) the Registration Statement;
(b) a copy of the Fiscal Agency Agreement, along with the forms of fixed rate debt securities and floating rate debt securities attached as exhibits thereto;
(c) a copy of the Amended and Restated Indenture, along with the related form of authorization (the “Indenture Authorization”) and the form of debt securities attached as an exhibit to the Amended and Restated Indenture; and
(d) a copy of the First Supplemental Indenture.
In addition, we have made such investigations of law, as we have deemed appropriate as a basis for the opinion expressed below.
In rendering the opinion expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified the accuracy as to factual matters of each document we have reviewed.
Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that when (i) an authorization pursuant to Section 1(b) of the Fiscal Agency Agreement or an Indenture Authorization, as applicable, establishing the terms of the Debt Securities, has been duly authorized by Mexico and duly executed and delivered by Mexico in accordance with the Fiscal Agency Agreement or the Indenture, as applicable, and (ii) the Debt Securities, in substantially the form annexed to the Fiscal Agency Agreement or the Indenture, as applicable, have been duly authorized by Mexico and duly executed and authenticated in accordance with the Fiscal Agency Agreement or the Indenture, as applicable, and duly delivered by Mexico and paid for by the purchasers thereof, such Debt Securities will constitute valid, binding and enforceable obligations of Mexico, entitled to the benefits of the Indenture, as applicable.
In giving the foregoing opinion, (a) we have assumed that: (i) Mexico and each other party to the Fiscal Agency Agreement or the Indenture, as applicable, has satisfied those legal requirements that are applicable to it to the extent necessary to make such agreement or obligation enforceable against it (except that no such assumption is made as to Mexico regarding matters of the federal law of the United States of America or the law of the State of New York that in our experience normally would be applicable with respect to the Fiscal Agency Agreement, the Indenture or the Debt Securities), (ii) any terms of the Debt Securities that are not contained in the forms thereof set forth as exhibits to the Fiscal Agency Agreement or the Indenture, as applicable, will comply with applicable law and will be valid, binding and enforceable and (iii) the interest rate on the Debt Securities will not exceed the maximum rate permitted by law; (b) such opinion is subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity and (c) such opinion is subject to the effect of judicial application of foreign laws or foreign governmental actions affecting creditors’ rights.
