Exhibit 5
[LETTERHEAD OF THE REPUBLIC]
Montevideo, December 3, 2012
Securities and Exchange Commission
100 F Street N.E.
Washington, DC 20549
United States of America
Ladies and Gentlemen:
I have acted as Legal Counsel to the Ministry of Economy and Finance of República Oriental del Uruguay (the “Republic” or “Uruguay”) in connection with (a) the Republic´s offering pursuant to (i) a registration statement (File No. 333-151351), filed with the United States Securities and Exchange Commission (the “Commission”) under Schedule B of the United States Securities Act of 1933, as amended (the “Securities Act”) (the “Registration Statement”) and (ii) a registration statement (File No. 333-175764) filed with the Commission under Schedule B of the Securities Act (the “Rule 462(b) Registration Statement” and, together with the Registration Statement, the “Registration Statements”), of U.S.$500,000,000 aggregate principal amount of the Republic’s 4.125% US$ Global Bonds due 2045 (the “New Bonds”), which were issued on November 20, 2012, and (b) the Republic’s invitation (the “Exchange Offer”) to holders of the outstanding bonds listed in Annex A hereto (the “Eligible Bonds”) to submit offers to exchange Eligible Bonds for the Republic’s 4.125% US$ Global Bonds due 2045 (the “Exchange Bonds” and, together with the New Bonds, the “Bonds”). The Exchange Bonds issued in exchange for Eligible Bonds were issued on November 21, 2012, and are consolidated, form a single series and are fully fungible with the New Bonds. The Bonds were issued under an Indenture dated as of May 29, 2003 (the “Indenture”) among the Republic, Banco Central del Uruguay (“Banco Central”), as financial agent of the Republic, and The Bank of New York Mellon (formerly, The Bank of New York), as trustee.
In arriving at the opinions expressed below, I have reviewed the following:
| | (i) | The Registration Statements, as amended as of November 9, 2012, the date on which the most recent Form 18-K/A was filed as an amendment thereto, insofar as they relate to the Bonds (as determined for purposes of Rule 430B(f)(2) under the Securities Act); the related prospectus dated June 20, 2008, as filed with the Commission pursuant to Rule 424(b) under the Securities Act; the preliminary prospectus supplement pertaining to the New Bonds, dated November 13, 2012, as filed with the Commission pursuant to Rule 424(b) under the Securities Act; the related prospectus supplement pertaining to the New Bonds, dated November 13, 2012, as filed with the Commission pursuant to Rule 424(b) under the Securities Act; and the related prospectus supplement related to the Exchange Bonds dated November 13, 2012, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, but excluding the documents incorporated by reference in each of them. |
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| | (ii) | a copy of the executed Indenture; |
| | (iiii) | a copy of the Bonds in global form, as executed by the Republic; |
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| | (iv) | all relevant provisions of the Constitution of Uruguay and all relevant laws and orders of each of Uruguay and Banco Central, under which the issuance of the Bonds has been authorized, including but not limited to the following (English translations of which are attached as exhibits hereto): |
| | 1) | the Constitution of República Oriental del Uruguay, in particular Articles 85(6) and 196, |
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| | 2) | Law No. 16,696 dated March 30, 1995, in particular Articles 3(b), 7(c) and 50, as amended by Law No. 18,401 dated October 24, 2008, Law No. 18,643 dated February 9, 2010 and Law No. 18,670 dated July 20, 2010; and |
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| | 3) | Law No. 17,947 dated December 27, 2005, as amended by Law No. 18,519 dated July 15, 2009 and Law No. 18,834 dated on November 4, 2011; |
| | (v) | the following decree and resolution of the Republic and of the Ministry of Economy and Finance, respectively, under which the issuance of the Bonds has been authorized (translations of which are attached as exhibits hereto): |
| | 1) | Decree No. 357/012 of the Executive Power of the Republic, dated November 13, 2012; and |
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| | 2) | Resolution of the Ministry of Economy and Finance, dated November 13, 2012; |
| | (vi) | (vi) all such other documents, instruments and rules as I have deemed necessary as a basis for the opinion hereinafter expressed. |
It is my opinion that under, and with respect to, the present laws of the Republic, the Bonds have been duly authorized, executed and delivered by the Republic and, assuming due authentication thereof pursuant to the Indenture, constitute valid and legally binding obligations of the Republic in accordance with their terms.
I hereby consent to the filing of this opinion as an exhibit to Amendment No. 2 to the Republic’s Annual Report on Form 18-K for the Fiscal Year ended December 31, 2011. In giving such consent, I do not thereby admit that I am an expert with respect to any part of the Registration Statements, including this exhibit, within the meaning of the term “expert” as used in the Securities Act or the rules and regulations of the Commission issued thereunder.
Very truly yours,
/s/ María Rosa Longone
Dra. María Rosa Longone
Counsel to the Ministry of
Economy and Finance of the
Republic of Uruguay
Annex A
Eligible Bonds
USD 7.000% due April 2013
USD 7.875% due March 2014
USD 7.250% due May 2014
USD 7.500% due March 2015
USD 8.750% due June 2015
USD 7.625% due January 2017
USD 9.250% due May 2017
USD 8.000% due November 2022
USD 6.875% due September 2025
USD 7.875% due July 2027
USD 7.875% due January 2033
USD 7.625% due March 2036
NATIONAL CONSTITUTION
English translation of excerpt
Article 85. It is within the scope of the General Assembly:
To authorize, at the request of the Executive Power, the National Public Debt, consolidate the same, designate its guarantees and regulate the public credit, being it required in the first three cases, the absolute majority vote of all the members of each Chamber.
Article 196.
There shall be a Central Bank of the Republic, which shall be organized as an autonomous entity, and it shall have the powers and duties specified in a law approved by more than half of the full membership of each Chamber.
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Law No. 16,696
English Translation of Relevant Provisions
Article 3. (Purposes). The purposes of the Central Bank of Uruguay shall be:
(a) To ensure the stability of national currency.
(b) To ensure the normal functioning of local and foreign payments.
(c) To maintain an appropriate level of international reserves.
(d) To promote and maintain the soundness, solvency and appropriate functioning of the national financial system.
In the exercise of these purposes the Bank shall seek coordination with the directors of economic policy within the competence of Executive. If the bank considers that any decision substantially affects the purposes attributed to it hereunder, it may maintain its position, informing the Executive thereof for the pertinent purposes in compliance with the procedure established in article 197 of the Constitution.
Article 7. (Authorities). The authorities of the Bank shall be conducive to fulfillment of the purposes indicated in article 3.
In this sense the Bank:
(c) Shall act as the government’s economic advisor, bank and financial agent.
Article 50. (Administration of the public debt and loans). The Bank shall be responsible, under the terms and conditions agreed to with the Executive, for the issuance and management of public securities with State guarantees and, in this sense, shall negotiate directly with the public.
The Bank shall fulfill the duties of administration of the service of internal and external Public Debts, Treasury Bills and Treasurer Bonds, and international loans.
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Law Nº 17,947
English Translation
The Senate and the Chamber of Representatives
of the Republic of Uruguay
having met together as General Assembly
DECREE:
ARTICLE 1. For the purpose of the present law Public Debt is formed by net liabilities — according to the current measurement criteria of the Central Bank of Uruguay — in charge of Central Government; the Central Bank of Uruguay; the National Railway Administration; the National Fuel, Alcohol, and Portland Administration; the National Port Administration; the National Postal Administration; the National Telecommunications Administration; the National Colonization Institute; the Administration of State Sanitary Works; the National Administration of Electric Works and Transmission; the Social Security Bank and the State Insurance Bank.
For the purpose of determining the net debt the monetary stock shall be included as a liability.
ARTICLE 2. The Executive Authority is hereby authorized to issue national public debt provided the increase of net public debt in each fiscal year with respect to the last working day of the previous year does not exceed the following amounts;
A) US$ 325.000.000 (three hundred and twenty five million United States dollars) for the fiscal year 2006.-
B) US$ 300.000.000 (three hundred million United States dollars) for the fiscal year 2007.-
C) US$ 275.000.000 (two hundred and seventy five million United States dollars ) for the fiscal year 2008.
D) US$ 250.000.000 (two hundred and fifty million United States dollars) for the fiscal year 2009.
ARTICLE 3. The ceilings set forth in the foregoing articles may be adjusted with respect to the amounts that be equivalent of:
A) The increase of net public debt originating in the substantiation of the collateral supplied by the Ministry of Economy and Finance, for the debt that the Mortgage Bank of Uruguay has with the Bank of the Republic of Uruguay, as per the agreement between the Ministry of Economy and Finance and the Bank of the Republic of Uruguay, dated 12 February 2004 and its amendment dated 29 September 2004.-
B) The changes in net debt derived from legal action involving the State as a consequence of the 2002 financial crisis.
C) Changes in net debt derived from the capitalization of public banks, as well as that resulting from modifications of financial asset evaluation, data coverage or reclassification of accounts.
ARTICLE 4. As from January 1st, 2009 and up to and until the new law on borrowing be enacted, the net public national debt may be increased by a volume equivalent to US$ 250.000.000 (two hundred and fifty million United States dollars) for each fiscal year.
ARTICLE 5. The Executive Authority may exceed by as much as 50% the debt maximum amount established for any given year in such cases in which extraordinary and unforeseen factors so justify, reporting to the General Assembly and without this altering the ceiling set forth for the subsequent years.
The Executive Authority shall refrain from resorting to the powers as set forth in the previous paragraph for three consecutive fiscal years.
ARTICLE 6. For the purpose of controlling the debt ceiling as set forth in this act, the assets available and the liabilities incurred in a currency other than United States dollars shall be taken at the inter- bank selling rate of exchange in force at closure of the last working day of the preceding fiscal year for debts incurred prior to said date; and at the inter-bank selling rate of exchange in force at the moment of entering into contract if said debt be incurred during the same fiscal year. The same criteria shall apply to debt denominated in indexed units, based on the arbitrage defined by the Central Bank of Uruguay.
ARTICLE 7. When the draft statement of accounts is presented, the Executive Authority shall report to the general Assembly regarding what use has been made of the ceiling set forth for public national debt.
ARTICLE 8. The evaluation of compliance with maximum amounts for the debt shall be made by resorting to the latest figures published by the Central Bank of Uruguay.
Sessions Room of the Chamber of Representatives, in Montevideo, on 27 December 2005.
(signed) NORA CASTRO
President
MARTI DALGALARRONDO AÑON
Secretary
Presidency of the Republic of Uruguay
MINISTRY OF ECONOMY AND FINANCE
Montevideo, 08 January, 2006
Let it be executed, receipt thereof be confirmed, published and entered into the National Registry of Acts and Decrees.
(signed) Danilo Astori
Dr. Tabaré Vázquez
President of Uruguay
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DECREE No. 357/012
English Translation of Relevant Provisions
Montevideo, 13 November 2012
THE PRESIDENT OF THE REPUBLIC
DECREES:
ARTICLE 1 .- The provision of the issue of Treasury Bonds in U.S. Dollars for up to the equivalent amount of US$ 2,000,000,000.00 (two billion dollars of the United States of America), with final amortization in 2045 and redemption paid in the last three years in equal and consecutive payments.
The value of each Bond will not be inferior to US$ 1,00 (one U.S Dollar)
Bonds shall be nominative and shall exhibit the printed signatures of the Minister of Economy and Finance and the General Accountant of the Nation.
ARTICLE 2 – Interests accrued by the Bond shall be payable semiannually. The first interest payment shall be at six months subsequent to Bond issue date.
ARTICLE 3 .- That is authorized the application of up to US$ 500,000,000 (five hundred million dollars of United States of America) to the redemption of certain Global Bonds denominated in United States of America Dollars and Euros under the amounts, terms and conditions that the Ministry of Economy and Finance indicates appropriate, according to the prospectus and other documents to be approved by this one.
ARTICLE 4- That is authorized the exchange of certain Global Bonds denominated in United States of America Dollars and Euros under the amounts, terms and conditions that the Ministry of Economy and Finance indicates appropriate, according to the offers received and in line with the prospectus and other documents to be approved by this one. The exchange will take place for the U.S. Dollars Global Bonds due in 2045 referred to in the Article 1 of the present decree.
ARTICLE 5 – The expenses of emission or another necessary outlay for the administration and placement of Bonds by the Republic will be imputable to the originating resources of the operations to be made.
ARTICLE 6 - The Ministry of Economy and Finance is authorized to negotiate, approve and underwrite on behalf of the Republic, the contracts and documents that are required to effects of operations set forth in this Decree.
The representation of the State to that referred in the present article could be exerted indifferently by the Minister of Economy and Finance, Mr. Fernando Lorenzo, by the Vice-Minister Mr. Luis Porto or by Director of the Debt Management Unit, Ms. Azucena Arbeleche.
The Central Bank of Uruguay, in its capacity as Financial Agent of the State, will carry out the procedures required to implement the operation.
ARTICLE 7 .- Entrusts to Dr. Maria Rosa Longone and to Dr. Fernando Scelza indifferently, in their status as Legal Advisor of the Ministry of Economy and Finance, the writing and signing of the corresponding legal opinions .-
ARTICLE 8.- Entrusts to the General Director of the Ministry of Economy and Finance, Mr. Pedro Apezteguía, and Ms. Susana Díaz, indifferently, the expedition of the pertinent proofs and certifications.
ARTICLE 9 .- To be notified, published, etc .-
(Signed) (Signed)
Mr. Fernando Lorenzo Mr. José Mujica
President of the Republic
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RESOLUTION
MINISTRY OF ECONOMY AND FINANCE
English Translation of Relevant Provisions
Montevideo, 13 November 2012
THE MINISTER OF ECONOMY AND FINANCE
RESOLVES:
1º) Set forth that the list of Global Bonds that take part in the Cash Redemption Offer as well as its the redemption price, are those detailed in the Cash Redemption Offer attached as Annex I of the present Resolution and comprises part of it.
2º) Proceed to the exchange of Global Bonds under the terms of the Exchange Offer attached as Annex II of the present Resolution, for the Global Bonds due 2045 whose emission was arranged by the Decree indicated in the “IN VIEW OF” section of this Resolution.
All the terms of the exchange and the offer, including the calculation of the ratio for the exchange are established in the document denominated the “Exchange Offer” that is attached to and comprises part of this Resolution, as Annex II.
3º) Be approved both contracts denominated “Dealer Manager Agreement” and the denominated contract “Underwriter Agreement” to be subscript with Citigroup Global Markets Inc. and BNP Paribas Securities Corp., as well as the prospectus and other documents necessary to carry out all the operations anticipated in the decree mentioned in the “IN VIEW OF” section of the present Resolution.
4º) Be it notified, published, etc.
(Signed)
Mr.Fernando Lorenzo
Minister of Economy and Finance
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