Exhibit 5.1
May 20, 2013
Petróleo Brasileiro S.A.— Petrobras
Avenida República do Chile, 65
20031-912 Rio de Janeiro—RJ
Brazil
Petrobras Global Finance B.V.
Weenapoint Toren A, Weena 722
3014 DA Rotterdam
The Netherlands
Ladies and Gentlemen:
I am the General Counsel of Petróleo Brasileiro S.A.— Petrobras (“Petrobras”), asociedade de economia mistaorganized under the laws of the Federative Republic of Brazil (“Brazil”). This opinion is being furnished to you in connection with the Guaranty for the 2016 Notes dated as of May 20, 2013 (the “Guaranty for the 2016 Notes”), the Guaranty for the 2019 Notes dated as of May 20, 2013 (the “Guaranty for the 2019 Notes”), the Guaranty for the 2023 Notes dated as of May 20, 2013 (the “Guaranty for the 2023 Notes”), the Guaranty for the 2043 Notes dated as of May 20, 2013 (the “Guaranty for the 2043 Notes”), the Guaranty for the 2016 Floating Rate Notes dated as of May 20, 2013 (the “Guaranty for the 2016 Floating Rate Notes”) and the Guaranty for the 2019 Floating Rate Notes dated as of May 20, 2013 (the “Guaranty for the 2019 Floating Rate Notes” and together with the Guaranty for the 2016 Notes, the Guaranty for the 2019 Notes, the Guaranty for the 2023 Notes, the Guaranty for the 2043 Notes and the Guaranty for the 2016 Floating Rate Notes, the “Guaranties”), by and among Petrobras, as the Guarantor, and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”) under the Indenture (the “Original Indenture”) dated as of August 29, 2012, by and between Petrobras’ wholly-owned subsidiary, Petrobras Global Finance B.V. (“PGF”), and the Trustee. The Guaranty for the 2016 Notes relates to the U.S.$1,250,000,000 2.000% Global Notes due 2016 (the “2016 Notes”) to be issued by PGF under the Fourth Supplemental Indenture, dated as of May 20, 2013, by and among PGF, Petrobras and the Trustee (the “Fourth Supplemental Indenture”). The Guaranty for the 2019 Notes relates to the U.S.$2,000,000,000 3.000% Global Notes due 2019 (the “2019 Notes”) to be issued by PGF under the Fifth Supplemental Indenture, dated as of May 20, 2013, by and among PGF, Petrobras and the Trustee (the “Fifth Supplemental Indenture”). The Guaranty for the 2023 Notes relates to the U.S.$3,500,000,000 4.375% Global Notes due 2023 (the “2023 Notes”) to be issued by PGF under the Sixth Supplemental Indenture, dated as of May 20, 2013, by and among PGF, Petrobras and the Trustee (the “Sixth Supplemental Indenture”). The Guaranty for the 2043 Notes relates to the U.S.$1,750,000,000 5.625% Global Notes due 2043 (the “2043 Notes”) to be
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issued by PGF under the Seventh Supplemental Indenture, dated as of May 20, 2013, by and among PGF, Petrobras and the Trustee (the “Seventh Supplemental Indenture”). The Guaranty for the 2016 Floating Rate Notes relates to the U.S.$1,000,000,000 Floating Rate Global Notes due 2016 (the “2016 Floating Rate Notes”) to be issued by PGF under the Eighth Supplemental Indenture, dated as of May 20, 2013, by and among PGF, Petrobras and the Trustee (the “Eighth Supplemental Indenture”). The Guaranty for the 2019 Floating Rate Notes relates to the U.S.$1,500,000,000 Floating Rate Global Notes due 2019 (the “2019 Floating Rate Notes and, together with the 2016 Notes, 2019 Notes, 2023 Notes, 2043 Notes and the 2016 Floating Rate Notes, the “Notes”) to be issued by PGF under the Ninth Supplemental Indenture, dated as of May 20, 2013, by and among PGF, Petrobras and the Trustee (the “Ninth Supplemental Indenture, and the Original Indenture, as supplemented by the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture, Seventh Supplemental Indenture, the Eighth Supplemental Indenture and Ninth Supplemental Indenture, as applicable, the “Indenture”, and together with the Guaranties, the “Transaction Documents”).
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 Original Indenture;
(ii) a form of the Fourth Supplemental Indenture;
(iii) a form of the Fifth Supplemental Indenture;
(iv) a form of the Sixth Supplemental Indenture;
(v) a form of the Seventh Supplemental Indenture;
(vi) a form of the Eighth Supplemental Indenture;
(vii) a form of the Ninth Supplemental Indenture;
(viii) a form of the Guaranty for the 2016 Notes;
(ix) a form of the Guaranty for the 2019 Notes;
(x) a form of the Guaranty for the 2023 Notes;
(xi) a form of the Guaranty for the 2043 Notes;
(xii) a form of the Guaranty for the 2016 Floating Rate Notes;
(xiii) a form of the Guaranty for the 2019 Floating Rate Notes;
(xiv) theEstatuto Socialof Petrobras;
(xv) 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
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party;
(xvi) a Secretary’s Certificate of Petrobras;
(xvii) an Officer’s Certificate of Petrobras; and
(xviii) 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 corporation (sociedade de economia mista) under the laws of Brazil.
(ii) Petrobras has all power and authority to enter into and perform its obligations under the Guaranties.
(iii) The execution, delivery and performance of the Guaranties have been duly authorized by the 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 certain matters of Brazilian law relating to the Notes, the Indenture and the Guaranties, 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 Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Nilton Antonio de Almeida Maia
Nilton Antonio de Almeida Maia
General Counsel of Petróleo
Brasileiro S.A.— Petrobras
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