Exhibit I
[Procuraduría de la Administración Letterhead]
March 16, 2015
DS-038-15
The Hon. Dulcidio de la Guardia
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. 333-202178 on Schedule B (the “Registration Statement”) including the Prospectus dated February 27, 2015, and the Prospectus Supplement dated March 11, 2015 constituting a part thereof, the Fiscal Agency Agreement dated as of September 26, 1997, as amended by Amendment No. 1 thereto, dated as of September 4, 2003 and by Amendment No. 2 thereto, dated as of February 13, 2015, 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 as of March 11, 2015 among the Republic of Panama (“Panama”), Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Underwriters”), pursuant to which Panama proposes to offer and sell U.S.$1,250,000,000 principal amount of its 3.750% Global Bonds due 2025 (the “Global Bonds”).
The issuance of the Global Bonds has been authorized pursuant to Cabinet Decree No. 40 dated December 23, 2014.
It is my opinion that, as of March 16, 2015, the Global Bonds were, and they remain, 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 Underwriters pursuant to the Terms Agreement, the Prospectus (including, without limitation, the Prospectus Supplement) and any amendment or supplement thereto, the Global Bonds constituted and 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, 2013, 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 U.S. Securities Act of 1933, as amended, or the rules and regulations of the U.S. Securities and Exchange Commission thereunder.
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| Very truly yours, |
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/s/ Rigoberto González Montenegro |
Rigoberto González Montenegro |
Procurador de la Administración |
Republic of Panama |
