Exhibit L
[Procuraduría de la Administración Letterhead]
February 1, 2012
The Hon. Frank De Lima
Minister of Economy and Finance
Republic of Panama
P.O. Box 2694, Zone 3
Panama, Republic of Panama
Dear Minister:
I, the Procurador de la Administración of the Republic of Panama (“Panama”), have reviewed the Republic’s Registration Statement No. 333-163050 on Schedule B filed on November 12, 2009, as amended by Post-Effective Amendment No. 1 filed on December 16, 2009 (the “Registration Statement”), including the Prospectus dated December 16, 2009, the Prospectus Supplement dated January 17, 2012 (the “Exchange Offer Prospectus Supplement” or the “Invitation”) 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 Dealer Managers Agreement (the “Dealer Managers Agreement”), dated January 17, 2012 among Panama, Goldman, Sachs & Co. and Citigroup Global Markets Inc. (the “Joint Dealer Managers”), pursuant to which Panama (i) invited bondholders of certain global bonds issued by Panama to submit offers to exchange certain outstanding bonds issued by Panama for 6.700% U.S. Dollar-Denominated Amortizing Global Bonds due 2036 (the “Global Bonds”) under the terms set forth in the Exchange Offer Prospectus Supplement; and (ii) issued U.S.$248,596,000 aggregate principal amount of the Global Bonds pursuant to the terms of the Invitation.
The issuance of the Global Bonds has been authorized pursuant to Cabinet Decree No. 47 dated December 28, 2011, and Ministerial Resolution No. DdCP/AL/No. 2 dated January 16, 2012.
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 Joint Dealer Managers pursuant to the Dealer Managers 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.
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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, 2010, as amended, and to the use of my name under the heading “Validity of the Global Bonds” in each of the Prospectus Supplements. 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 |
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