EMMET, MARVIN & MARTIN,LLP
EMMET, MARVIN & MARTIN,LLP
COUNSELLORS AT LAW
120 Broadway
New York, New York 10271
212-238-3000
www.emmetmarvin.com
October 14, 2005
The Bank of New York
as Depositary
101 Barclay Street
New York, New York 10286
Re: | American Depositary Receipts for Class A ordinary shares of Royal Dutch Shell plc |
Ladies and Gentlemen:
We refer to the registration statement to be filed on Form F-6 under the Securities Act of 1933 (the "Registration Statement") by the legal entity created by the agreement (the "Deposit Agreement") for issuance of American Depositary Shares ("ADSs") evidenced by American Depositary Receipts ("ADRs") for Class A ordinary shares of Royal Dutch Shell plc, for which you propose to act as Depositary.
We are of the opinion that the ADSs covered by the Registration Statement, when issued in accordance with the terms of the Deposit Agreement, will, when sold, be legally issued and will entitle the holders thereof to the rights specified in the Deposit Agreement and the ADRs.
This opinion may be used by you as an exhibit to the Registration Statement.
Very truly yours,
/s/ EMMET, MARVIN & MARTIN, LLP
EMMET, MARVIN & MARTIN, LLP
NEW YORK, NEW YORK • MORRISTOWN, NEW JERSEY • STAMFORD, CONNECTICUT • WILMINGTON, DELAWARE