Exhibit 4
March 28, 2019
Minister of Economy
Ministry of Economy – Federative Republic of Brazil
Procuradoria-Geral da Fazenda Nacional, Ministério da Economia, Esplanada dos Ministérios
Bloco P, 8°Andar
70048-900, Brasília-DF
Brazil
Ladies and Gentlemen:
We have acted as special United States counsel to the Federative Republic of Brazil (the “Republic”) in connection with the Republic’s offering pursuant to registration statements (Nos. 333-210338 and 333-222323), filed with the Securities and Exchange Commission (the “Commission”) under Schedule B of the Securities Act of 1933, as amended (the “Securities Act”), of U.S.$1,500,000,000 aggregate principal amount of 4.500% Global Bonds due 2029 (the “Securities”) to be issued under an indenture dated as of July 2, 2015 (the “Indenture”), between the Republic and The Bank of New York Mellon, as trustee (the “Trustee”). Such registration statements, as amended as of March 21, 2019, the date on which the most recent Republic’s Annual Report for its fiscal year ended December 31, 2017 on Form 18-K/A was filed as an amendment to such registration statements, including the documents incorporated by reference therein, are herein called the “Registration Statements;” the related prospectus dated December 28, 2017, as filed with the Commission as part of the Registration Statements, including the documents incorporated by reference therein, is herein called the “Base Prospectus;” the preliminary prospectus supplement dated March 21, 2019, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, including the documents incorporated by reference therein, is herein called the “Preliminary Prospectus Supplement;” and the related prospectus supplement dated March 21, 2019, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, including the documents incorporated by reference therein, is herein called the “Final Prospectus Supplement.” The Base Prospectus and the Preliminary Prospectus Supplement together are herein called the “Pricing Prospectus,” and the Base Prospectus and the Final Prospectus Supplement together are herein called the “Final Prospectus.”
In arriving at the opinions expressed below, we have reviewed the following documents:
(a) the Registration Statements and the Final Prospectus;
(b) a facsimile copy of the Securities in global form as executed by the Republic; and
(c) a conformed copy of the Indenture and an executed copy of the authorization dated March 28, 2019 establishing the terms of the Securities delivered pursuant to Section 2.1 of the Indenture.
In addition, we have examined and relied on the originals or copies certified or otherwise identified to our satisfaction of all such other documents and certificates of public officials of the Republic, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinion expressed below.
In rendering the opinion expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified (i) the accuracy as to factual matters of each document we have reviewed (including, without limitation, the accuracy of the representations and warranties of the Republic in the Terms Agreement) and (ii) that the Securities have been duly authenticated in accordance with the terms of the Indenture.
Based on the foregoing and subject to the further assumptions and qualifications set forth below, it is our opinion that the Securities are valid, binding and enforceable obligations of the Republic.
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