Exhibit G
[Procuraduria de la Administración Letterhead]
April 2, 2007
The Hon. Carlos A. Vallarino
Minister of Economy and Finance
Republic of Panama
P.O. Box 2694, Zona 3
Panama, Republic of Panama
Dear Minister:
I, the Procurador General de la Administración of the Republic of Panama (“Panama”), have reviewed the Republic’s Registration Statement No. 333-135234 on Schedule B (the “Registration Statement”), including the Prospectus dated June 27, 2006, and the Prospectus Supplement dated March 22, 2007 constituting a part thereof, the Fiscal Agency Agreement, as amended by Amendment No. 1 thereto, dated as of September 4, 2003, including the forms of Security attached thereto (the “Fiscal Agency Agreement”) and the Underwriting Agreement that forms part of the Terms Agreement (the “Terms Agreement”) dated March 22, 2007 between Panama and Morgan Stanley & Co. Incorporated (the “Underwriter”), pursuant to which Panama proposes to offer and sell U.S.$450,000,000 principal amount of its 6.700% U.S. Dollar-Denominated Amortizing Global Bonds due 2036 (the “Global Bonds”). The Global Bonds are a further issuance of, and are consolidated to form a single series with, Panama’s 6.700% U.S. Dollar-Denominated Amortizing Global Bonds due 2036, of which U.S.$1,363,297,000 principal amount were issued on January 26, 2006. The total principal amount of the previously issued Global bonds and the Global bonds now being issued will be U.S.$1,813,297,000.
The issuance of the Global Bonds has been authorized pursuant to Cabinet Decree No. 14 dated May 31, 2006 and Executive Decree No. 57 dated March 22, 2007.
It is my opinion that the Global Bonds have been duly authorized, and when executed and delivered by Panama and authenticated pursuant to the Fiscal Agency Agreement and delivered to and paid for by the Underwriter pursuant to the Terms Agreement, the Prospectus (including, without limitation, the applicable Prospectus Supplement) and any amendment or supplement thereto, the Global Bonds will constitute valid and legally binding direct and unconditional obligations of Panama under the present laws of Panama.
I hereby consent to the filing of this opinion as an exhibit to the Annual Report of Panama on Form 18-K for the fiscal year ended December 31, 2005, as amended, and to the use of my name under the heading “Validity of the Global Bonds” in the Prospectus Supplement referred to above. In giving the foregoing consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
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Very truly yours, |
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/s/ Oscar Ceville |
| Oscar Ceville |
| Procurador de la Administración |
Republic of Panama |
