Oesterreichische Kontrollbank Aktiengesellschaft
Filed: 30 Aug 07, 12:00am
Exhibit 5.2
Pöch Krassnigg Rechtsanwälte GmbH
RA Dr. Peter Pöch RA Dr. Michael Krassnigg Mag. rer.soc.oec.
Geschäftsführende Gesellschafter |
Vienna, [·]
DrP/JaS
Oesterreichische Kontrollbank Aktiengesellschaft
Am Hof 4
A-1010 Vienna
Austria
Dear Ladies and Gentlemen,
Oesterreichische Kontrollbank Aktiengesellschaft (the “Bank”) USD [·] [·] per cent. Guaranteed Global Notes Due [·] (the “Securities”)
We have acted as legal advisors to the Bank on Austrian law in connection with the issue of the Securities.
The Securities will be guaranteed as to payment of principal and interest by the Republic of Austria (the “Republic”) and will be constituted pursuant to a fiscal agency agreement dated 11 May 1998 as amended by Supplemental Agency Agreement dated 30 September 2000 (the “Fiscal Agency Agreement”).
In connection therewith we have examined the following documents:
1. The Statutes of the Bank, the Export Guarantees Act, the Export Guarantees Decree 1981 and the Export Financing Guarantees Act 1981
2. A photocopy of the resolutions by the Board of Executive Directors of the Bank passed on [·] no. [·] and a photocopy of the circular resolution by the Executive Committee of the Supervisory Board of the Bank dated [·] no. [·]
3. A photocopy of the Fiscal Agency Agreement
4. A photocopy of the underwriting agreement and purchase agreement dated [·], the “Underwriting Agreement”
We have also considered such other documents as we have deemed relevant for the purposes of giving this opinion. We express no opinion as to any laws other than the laws of the Republic and our opinion is confined to matters of and shall be governed by and construed and have effect in accordance with Austrian law. Having regard to all such aforementioned documents and to the applicable laws of Austria we are of the opinion that:
(i) the Bank is a corporation (Aktiengesellschaft) duly incorporated and validly existing under the laws of Austria and has the corporate power and authority under such laws to incur the indebtedness evidenced by the Securities and to execute and deliver, and to perform all of its obligations under the Fiscal Agency Agreement and such Securities;
| TELEFON +43 1 535 37 21 | STRAUCHGASSE 1-3, 1014 WIEN | POSTSPARKASSE 92.167.195 | ||
| TELEFAX +43 1 533 15 55 | HANDELSGERICHT WIEN | IBAN: AT77 6000 0000 92167195 | ||
| office@opf.at / www.opf.at | GMBH, SITZ: WIEN FN 228350i | UID ATU 58352918 DVR 0564117 |
(ii) the Securities have been duly authorized by the Bank; on the assumption that (A) the Securities are in the form set forth as an exhibit to the Fiscal Agency Agreement examined by us, (B) the manual or facsimile signature of two members of the Board of Executive Directors (Vorstand) of the Bank, [·] and [·], appear where contemplated on the Securities, and (C) the Securities have been duly authenticated by the Principal Paying and Fiscal Agent in accordance with the Fiscal Agency Agreement, when such Securities have been delivered and paid for as provided in the Underwriting Agreement, such Securities will have been duly issued, and, assuming the Securities are legal, valid, binding and enforceable under New York law, will be enforceable against the Bank in accordance with their terms, the civil procedure- and enforcement rules of Austria, except that the enforceability of the Securities may be limited by the effect of applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws affecting the enforcement of creditors’ rights generally;
(iii) the Guarantee has been duly authorized by the Republic in accordance with the Austrian Federal Constitution of 1920, as amended, and the laws, regulations and other legislative, administrative, governmental and judicial acts and determinations of the Republic subject to the compliance with the conditions set forth in Section 2 of the Export Financing Guarantees Act 1981 (Ausfuhrfinanzierungsförderungsgesetzof 1981); on the assumptions set forth in clause (ii) and on the further assumption that (A) the Guarantee is in the form set forth as an exhibit to the Fiscal Agency Agreement examined by us, (B) the manual or facsimile signature of Silvia Maca who is duly authorized by the Republic to execute and deliver the Guarantee appears where contemplated on the Guarantee, (C) the Securities have been delivered and paid for as provided in the Underwriting Agreement and (D) upon issuance of the Securities by the Bank the conditions of Section 2 of the Export Financing Guarantees Act 1981 are met with respect to such Securities, the Guarantee will have been duly issued, and, assuming the Guarantee is legal, valid, binding and enforceable under New York law, will be enforceable against the Republic in accordance with its terms, and with the civil procedure- and enforcement rules of Austria;
(iv) [·] and [·], who are a [·] and a [·] respectively, of the Bank, acting jointly, have the full power and authority to execute and deliver the Securities and the execution of the Securities by their manual or facsimile signatures is legal and valid;
(v) the official of the Ministry of Finance of the Republic duly authorized by the Republic to execute the Fiscal Agency Agreement and the Guarantee has full power and authority to execute the Fiscal Agency Agreement and the Guarantee.
We hereby consent to the filing of this opinion as an exhibit to Registration Statement No. [·]. 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.
2