EXHIBIT G
January 12, 2010
The Honorable James M. Flaherty, P.C., M.P.
Minister of Finance
House of Commons
Ottawa, Ontario
Canada
K1A 0A6
Dear Minister Flaherty:
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Subject: | | €2,000,000,000
3.500% Euro Bonds due January 13, 2020 |
I have been requested by the Chief, Reserves and Risk Management Section, Financial Markets Division, Department of Finance, to provide you with an opinion relating to the authorization of the issuance of €2,000,000,000 aggregate principal amount of 3.500% Euro Bonds (the “Securities”) of Her Majesty in right of Canada (“Canada”) due January 13, 2020 to be sold pursuant to an Underwriting Agreement dated as of January 6, 2010 (the “Underwriting Agreement”) between BNP Paribas, Credit Suisse Securities (Europe) Limited, Deutsche Bank Aktiengesellschaft and HSBC France, as representatives for the several underwriters listed in Schedule II thereof (the “Underwriters”), and Canada, as represented by the Minister of Finance.
In connection with the issue of the Securities, Canada proposes to enter into a Fiscal Agency Agreement, to be dated as of January 13, 2010, with Citibank, N.A., London Branch, as fiscal agent, transfer agent, registrar and principal paying agent (the “Fiscal Agency Agreement”).
I have examined originals or copies, certified or otherwise identified to my satisfaction, of such statutes, documents, certificates of public officials and other instruments relating to the authorization, issuance and sale of the Securities by Canada as I have deemed necessary, including the following:
| | (a) | | Order-in-Council P.C. 2009-373 dated March 5, 2009, relating to the authorization of the issue and sale of the Securities (the “Order-in-Council”); |
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| | (b) | | The Fiscal Agency Agreement; and |
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| | (c) | | The form of the Securities. |
The Chief, Reserves and Risk Management Section, has represented to me by a certificate dated January 13, 2010 that the Securities are being issued and sold pursuant to the Order-in-Council and, as of the date thereof, after giving effect to the issue and sale of the Securities the aggregate principal amount of money borrowed by Canada in the 2009-2010 fiscal year pursuant to the Order-in-Council will not exceed $370 billion.
In response to the request of the Chief, Reserves and Risk Management Section, I give my opinion, as Counsel, Department of Justice, that:
| | 1. | | The Fiscal Agency Agreement has been duly authorized by Canada and, when duly executed and delivered by Canada, assuming the due authorization, execution and delivery by the Fiscal Agent, will constitute a legal, valid and binding agreement of Canada; and |
| | 2. | | The issuance of the Securities by Canada has been duly authorized by the Order-in-Council and, when the Securities have been duly executed by Canada and duly authenticated and delivered to and paid for by the Underwriters in accordance with the provisions of the Underwriting Agreement, will constitute valid, legally binding, direct unconditional obligations of Canada in accordance with their terms and payment of the principal of and interest on each Security so authenticated, delivered and paid for will be a charge on and payable out of the Consolidated Revenue Fund of Canada. |
The foregoing opinions are subject to the following limitations and qualifications:
| | (a) | | pursuant to the Currency Act (Canada), a judgment by a court in Canada must be awarded in Canadian currency, and such judgment may be based on a rate of exchange in existence on a day other than the date of payment; |
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| | (b) | | the enforcement of the Fiscal Agency Agreement and the Securities may be limited by general principles of equity, and no opinion is expressed as to any specific remedy that might be granted, imposed or rendered only in the discretion of a court, including remedies such as specific performance and injunction; |
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| | (c) | | no execution may issue on a judgment against Canada, but the law requires that any money or costs awarded to any person against Canada in any proceedings be paid out of the Consolidated Revenue Fund; and |
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| | (d) | | the opinions expressed are based on the laws of the Province of Ontario and the federal laws of Canada applicable therein. I have assumed that, insofar as any obligation is to be performed in any jurisdiction outside Ontario, its performance will not be illegal or ineffective by virtue of the laws of that jurisdiction. |
I hereby consent to the inclusion of this opinion letter as an exhibit to Amendment No. 1 to Canada’s Annual Report on Form 18-K for the year ended March 31, 2009 and to the use of the
reference to a lawyer at the Department of Justice of Canada under the heading “Legal Opinions” in the prospectus supplement dated January 6, 2010.
I hereby advise that Citibank, N.A., London Branch, in its capacity as fiscal agent, transfer agent, registrar and principal paying agent under the Fiscal Agency Agreement, may rely upon the same as though such opinion had been separately addressed to it. This opinion letter may not be relied upon by any other person or for any other purpose without my consent.
Yours sincerely,
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| /s/ Martin Marcone | |
| Martin Marcone | |
Counsel
General Legal Services Division
Department of Finance, Canada
