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- F-3ASR Automatic shelf registration (foreign)
- 1.1 Form of Underwriting Agreement for Total S.a. Debt Securities
- 1.2 Form of Underwriting Agreement for Total Capital Guaranteed Debt Securities.
- 1.3 Form of Underwriting Agreement for Total Capital Canada LTD. Guaranteed Debt Securities
- 1.4 Form of Underwriting Agreement for Total Capital International Guaranteed Debt Securities
- 4.2 Form of Indenture, Between Total S.a. and the Bank of New York Mellon
- 4.3 Indenture, Oct 2, 2009, Among Total Capital, Total S.a., and the Bank of New York Mellon
- 4.4 Indenture, Jan 28, 2011, Among Total Capital Canada LTD., Total S.a., the Bank of New York Mellon.
- 4.5 Indenture, Feb 17, 2012, Among Total Capital International, Total S.a.,& the Bank of New York Mellon
- 5.1 Opinion of Peter Herbel, General Counsel of Total S.a.
- 5.2 Opinion of Jonathan E. Marsh, Group U.S. Counsel of Total S.a
- 5.3 Opinion of Bennett Jones LLP As to the Validity of the Debt Securities
- 8.1 Opinion of Sullivan & Cromwell LLP As to Certain Matters of French Taxation.
- 8.2 Opinion of Sullivan & Cromwell LLP As to Certain Matters of U.S. Taxation
- 8.3 Opinion of Bennett Jones LLP As to Certain Matters of Canadian Taxation
- 23.1 Consent of Ernst & Young Audit and KPMG Audit, a Division of KPMG S.a.
- 24.1 Power of Attorney ? Total S.a.
- 24.2 Power of Attorney ? Total Capital.
- 24.3 Power of Attorney ? Total Capital Canada LTD.
- 24.4 Power of Attorney ? Total Capital International.
- 25.1 Statement of Eligibility of Trustee on Form T-1 with Respect to Exhibit 4.2 Above.
- 25.2 Statement of Eligibility of Trustee on Form T-1 with Respect to Exhibit 4.3 Above.
- 25.3 Statement of Eligibility of Trustee on Form T-1 with Respect to Exhibit 4.4 Above.
- 25.4 Statement of Eligibility of Trustee on Form T-1 with Respect to Exhibit 4.5 Above.
Exhibit 8.1
[Sullivan & Cromwell LLP Letterhead]
April 26, 2012
Total S.A.,
Tour Coupole
2, place Jean Millier
Arche Nord Coupole/Regnault
92078 Paris La Défense Cedex
France
Total Capital,
Tour Coupole
2, place Jean Millier
Arche Nord Coupole/Regnault
92078 Paris La Défense Cedex
France
Total Capital International,
Tour Coupole
2, place Jean Millier
Arche Nord Coupole/Regnault
92078 Paris La Défense Cedex
France
Dear Ladies and Gentlemen:
We have acted as French tax counsel to Total S.A., Total Capital and Total Capital International (together, the “Issuers”) in connection with the Registration Statement on Form F-3, filed by the Issuers under the Securities Act of 1933 (the “Act”), of an indeterminate aggregate amount of debt securities (the “Registration Statement”).
We hereby confirm to you that our opinion is as set forth under the caption “Tax Considerations—French Taxation” in the Prospectus included in the Registration Statement, subject to the limitations contained therein.
We hereby consent to the use of our name and the filing of this letter as an exhibit to the Registration Statement. 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 Act.
Very truly yours, |
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/s/ Sullivan & Cromwell LLP |
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