Exhibit 4
July 7, 2021
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 a registration statement (No. 333-222323) under Schedule B of the Securities Act of 1933, as amended (the “Securities Act”), filed with the Securities and Exchange Commission (the “Commission”), of U.S.$1,500,000,000 aggregate principal amount of its 3.750% Global Bonds due 2031 (the “2031 Bonds”) and an additional U.S.$750,000,000 aggregate principal amount of its 4.750% Global Bonds due 2050 (the “2050 Bonds” and, together with the 2031 Bonds, 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”). The 2050 Bonds form a single series with the U.S.$2,500,000,000 aggregate principal amount of 4.750% Global Bonds due 2050 issued on November 14, 2019 and the U.S.$750,000,000 aggregate principal amount of 4.750% Global Bonds due 2050 issued on December 8, 2020. Such registration statement, as amended as of June 29, 2021, the date on which the most recent amendment to the Republic’s Annual Report for its fiscal year ended December 31, 2019 on Form 18-K/A was filed as an amendment to such registration statement, including the documents incorporated by reference therein, is herein called the “Registration Statement;” the related prospectus dated December 28, 2017, as filed with the Commission as part of the Registration Statement, including the documents incorporated by reference therein, is herein called the “Base Prospectus;” the preliminary prospectus supplement dated June 29, 2021, 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 June 30, 2021, 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 Statement 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 July 7, 2021 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.
In giving the foregoing opinion, (a) we have assumed that each of the Republic and the Trustee has satisfied those legal requirements that are applicable to it to the extent necessary to make the Indenture and the Securities enforceable against the parties thereto (except that no such assumption is made as to the Republic regarding matters of the federal law of the United States of
