Exhibit 4
| Republika ng Pilipinas KAGAWARAN NG KATARUNGAN Department of Justice Manila |
October 13, 2022
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
U.S.A.
Ladies and Gentlemen:
As Officer-in-Charge of the Department of Justice of the Republic of the Philippines (the “Republic”), the undersigned had examined the Registration Statement (No. 333-249557) of the Republic (the “Registration Statement”), as amended, and the Registration Statement (No. 333-267745) (the “Rule 462(b) Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”) under the U.S. Securities Act of 1933 pursuant to which the Republic has offered and sold US$500,000,000 5.170% Global Bonds due 2027 (the “2027 Bonds”), US$750,000,000 5.609% Global Bonds due 2033 (the “2033 Bonds”) and US$750,000,000 5.950% Global Bonds due 2047 (the “2047 Bonds”, together with the 2027 Bonds and the 2033 Bonds, the “Securities”). The Securities have been issued in accordance with the provisions of a Fiscal Agency Agreement dated October 4, 1999, as amended by Supplement No. 1 to the fiscal agency agreement dated February 26, 2004, Supplement No. 2 to the fiscal agency agreement dated January 11, 2006 and Supplement No. 3 to the fiscal agency agreement dated February 1, 2018 (the “Fiscal Agency Agreement”) entered into between the Republic and The Bank of New York Mellon (as successor in interest to JPMorgan Chase Bank, N.A.), as Fiscal Agent.
In arriving at the opinion expressed below, we have reviewed (i) the Fiscal Agency Agreement; (ii) the form of the Securities; (iii) the Terms Agreement dated October 5, 2022 (the “Terms Agreement”) between the Republic and the underwriters set out in Schedule A of the Terms Agreement (the “Underwriters”); (iv) the Special Authority signed by the President of the Republic dated August 2, 2022; and (v) the approval-in-principle and final approval, dated October 28, 2021 and October 6, 2022, respectively, of the Monetary Board of Bangko Sentral ng Pilipinas. In addition, we have reviewed the originals or copies certified or otherwise identified to our satisfaction of all such records of the Republic and such other instruments and other certificates of public officials, officers and representatives of the Republic and such other persons, and have made such investigations of law as we have deemed appropriate as a basis for the opinions expressed below.
As to the questions of fact material to our conclusions expressed herein, to the extent that we have not independently established the facts, we have relied upon the statements of fact contained in the documents we have examined and on certificates or representations of responsible officers and other representatives of the Republic and other parties to the relevant document. Nothing has come to our attention that leads me to believe that such certificates and representations are not accurate.
Based on the foregoing, we are of the opinion that the execution and delivery by the Republic of the Securities have been duly authorized by all necessary action of the Republic, and the Securities, when executed and authenticated in accordance with the provisions of the Fiscal Agency Agreement and delivered to and paid for by the Underwriters in accordance with the terms of the Terms Agreement, will constitute the valid, binding and enforceable obligations of the Republic.
The foregoing opinion is limited to the laws of the Republic of the Philippines.
We 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, 2021 and to the use of our name under the caption “Legal Matters” in the base prospectus dated November 20, 2020, as supplemented by the prospectus supplement dated October 5, 2022.
In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933.
Very truly yours, |
/s/ BRIGIDO J. DULAY |
BRIGIDO J. DULAY Officer-in-Charge (Pursuant to D.O. No. 521 dated 30 September 2022) |