Exhibit 5.1
June 10, 2021
Petróleo Brasileiro S.A.— Petrobras
Avenida República do Chile, 65
20031-912 Rio de Janeiro—RJ
Brazil
Petrobras Global Finance B.V.
Weena 762
3014 DA Rotterdam
The Netherlands
Ladies and Gentlemen:
I am the General Counsel of Petróleo Brasileiro S.A. — Petrobras (“Petrobras”), a sociedade de economia mista (partially state-owned enterprise) organized and existing under the laws of the Federative Republic of Brazil (“Brazil”). This opinion is being furnished to you in connection with the guaranty (the “Guaranty”) dated as of June 10, 2021 for the U.S.$1,500,000,000 aggregate principal amount of 5.500% Global Notes due 2051 (the “Notes”) by and between Petrobras, as the guarantor, and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”) under the indenture dated as of August 28, 2018, by and between Petrobras’s wholly-owned subsidiary, Petrobras Global Finance B.V. (“PGF”), and the Trustee (the “2018 Base Indenture”) as supplemented pursuant to the Fourth Supplemental Indenture, dated as of June 10, 2021 (the “Fourth Supplemental Indenture” and, together with the 2018 Base Indenture, the “Indenture”; the Indenture, together with the Guaranty, the “Transaction Documents”) by and among PGF, Petrobras and the Trustee.
For the purpose of rendering this opinion, I have examined the execution copies or copies certified to my satisfaction of the following documents:
(i) | the 2018 Base Indenture; |
(ii) | a form of the Fourth Supplemental Indenture; |
(iii) | a form of the Guaranty for the Notes; |
(iv) | the Estatuto Social of Petrobras; |
(v) | resolutions of the board of directors and board of executive officers of Petrobras authorizing the signing of each Transaction Document to which Petrobras is a party; |
(vi) | a Secretary’s Certificate of Petrobras; |
(vii) | an Officer’s Certificate of Petrobras; and |
(viii) | such other documents, records and matters of law as I have deemed necessary; |
In rendering the foregoing opinions, I have assumed the authenticity of all documents represented to me to be originals, the conformity to original documents of all copies of documents submitted to me, the accuracy and completeness of all corporate records made available to me and the genuineness of all signatures that purport to have been made in a corporate, governmental, fiduciary or other capacity, and that the persons who affixed such signatures had authority to do so.
Based on the foregoing and subject to the qualifications and limitations hereinafter specified, I am of the opinion that:
(i) | Petrobras has been duly incorporated and is validly existing as a sociedade de economia mista (partially state-owned enterprise) under the laws of Brazil. |
(ii) | Petrobras has all power and authority to enter into and perform its obligations under the Guaranty. |
(iii) | The execution, delivery and performance of the Guaranty have been duly authorized by the board of directors and board of executive officers of Petrobras. |
I express no opinion as to any matter which may be, or which purports to be, governed by the laws of any jurisdiction other than the laws of Brazil.
This opinion is limited to the matters expressly stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein.
I hereby consent to the use of my name in the prospectus constituting a part of the Registration Statement, and in any prospectus supplements related thereto, under the heading “Legal Matters” as counsel who has passed on specific opinions based on Brazilian law relating to the Notes, the Indenture and the Guaranty, and to the use of this opinion as an exhibit to the Registration Statement. In giving such consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.
Very truly yours, | ||
By: | /s/ Taísa Oliveria Maciel | |
Name: Taísa Oliveira Maciel | ||
Title: General Counsel of Petrobras |