Peru Republic Of S-B Registration of securities for foreign governments

Exhibit F

Simpson Thacher & BartlettLLP

425 LEXINGTON AVENUE

NEW YORK, NY 10017-3954

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April 8, 2020

The Republic of Peru

Ministry of Economy and Finance

Jr. Junín, 319 - Lima 1

Peru

Ladies and Gentlemen:

We have acted as United States counsel to the Republic of Peru (the “Republic”) in connection with the Registration Statement under Schedule B (the “Registration Statement”) of the U.S. Securities Act of 1933, as amended (the “Securities Act”), filed by the Republic with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act, relating to (i) debt securities (the “Debt Securities”); (ii) warrants to purchase Debt Securities (the “Warrants”) and (iii) units consisting of Debt Securities and Warrants (the “Units” and, together with the Debt Securities and the Warrants, the “Securities”). The Securities may be issued and sold or delivered from time to time as set forth in the Registration Statement, any amendment thereto, the prospectus contained therein (the “Prospectus”) and supplements to the Prospectus (“Prospectus Supplements”) for an aggregate initial offering amount not to exceed U.S.$4,726,464,200.

The Debt Securities will be issued pursuant to an Indenture dated as of August 25, 2015 (the “Indenture”), among the Republic, The Bank of New York Mellon, as trustee (the “Trustee”), and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg paying agent and Luxembourg transfer agent (the “Luxembourg Agent”), or another indenture in a substantially similar form. The Warrants will be issued pursuant to a warrant agreement (a “Warrant Agreement”) and amendments to the Indenture. The Units will be issued pursuant to a unit agreement (a “Unit Agreement”).

We have examined the Registration Statement including the Prospectus contained therein, the Indenture, the form of Debt Securities, and the form of underwriting agreement, which have been filed with the Commission as exhibits to the Registration Statement or incorporated by reference therein. We also have examined the originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinion hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and representatives of the Republic.

BEIJING HONG KONG HOUSTON LONDON LOS ANGELES PALO ALTO SÃO PAULO TOKYO WASHINGTON, D.C.

Simpson Thacher & BartlettLLP
	April 8, 2020
The Republic of Peru

In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents.

We have also assumed that (1) the Republic has duly authorized, executed and delivered the Indenture in accordance with the law of Peru, and will duly authorize, execute, and deliver the applicable Warrant Agreement and Unit Agreement in accordance with the law of Peru, (2) the execution, delivery and performance by the Republic of the Indenture, the Warrant Agreement, the Unit Agreement and the applicable Securities do not and will not violate the law of Peru or any other applicable laws (except that no such assumption is made or taken with respect to the law of the State of New York and the federal laws of the United States) and (3) the execution, delivery and performance by the Republic of the Indenture, the Warrant Agreement, the Unit Agreement and the applicable Securities do not and will not constitute a breach or violation of any agreement or instrument which is binding upon Peru. We have further assumed that the Indenture is the valid and legally binding obligation of the Trustee and the Luxembourg Agent, and the Warrant Agreement and the Unit Agreement as applicable, will be the valid and legally binding obligation of the parties thereto at the time of delivery of any applicable Securities.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that when (1) an Authorization, substantially in the form filed as an exhibit to the Indenture, establishing the terms of a series of the Securities has been duly authorized by the Republic and duly executed and delivered by the Republic in accordance with the Indenture, and (2) the Securities, in substantially the form approved in the Authorization, have been duly authorized by the Republic and duly executed and authenticated in accordance with the Indenture, the Warrant Agreement, and the Unit Agreement, as applicable, and duly delivered and paid for by the purchasers thereof in accordance with a definitive underwriting agreement duly authorized and executed by the Republic and the other parties thereto, the Securities will constitute valid and legally binding obligations of the Republic, enforceable against the Republic in accordance with their terms.

Our opinion set forth above is subject to the effects of (i) moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law), (iii) an implied covenant of good faith and fair dealing, and (iv) to the effects of the possible judicial application of foreign laws or foreign governmental or judicial action affecting creditors’ rights.

We note that enforceability in the United States of the waiver by the Republic of its immunity (including sovereign immunity) from court jurisdiction, as provided in any applicable Securities, is subject to limitations imposed by the U.S. Foreign Sovereign Immunities Act of 1976.

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Simpson Thacher & BartlettLLP
	April 8, 2020
The Republic of Peru

In connection with the provisions of any applicable Securities whereby the Republic submits to the jurisdiction of any New York State or U.S. federal court sitting in the Borough of Manhattan in New York City, and any appellate court thereof, we note the limitations of 28 U.S.C. Sections 1330, 1331 and 1332 on subject matter jurisdiction of the U.S. federal courts. In connection with the provisions of any applicable Securities which relate to forum selection (including, without limitation, any waiver of any objection to venue or any objection that a court is an inconvenient forum), we note that under N.Y.C.P.L.R. Section 510 a New York State court may have discretion to transfer the place of trial, and under 28 U.S.C. Section 1404(a) a U.S. District Court has discretion to transfer an action from one U.S. federal court to another. We also note that the recognition and enforcement in New York State courts or U.S. federal courts sitting in the State of New York of a foreign judgment obtained against the Issuer is subject to the Uniform Foreign Money-Judgments Recognition Act (N.Y.C.P.L.R. Section 5301, et seq.).

We do not express any opinion herein concerning any law other than the law of the State of New York and the federal law of the United States.

We hereby consent to the filing of this opinion letter as Exhibit F to the Registration Statement and to the use of our name under the caption “Validity of the Securities” in the Prospectus included in the Registration Statement.

        Very truly yours,

/s/ Simpson Thacher & Bartlett LLP

SIMPSON THACHER & BARTLETT LLP

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