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January 7, 2022
Ministry of Economy and Finance
Page 3
applicable Prospectus Supplement; (iii) the terms of the Offered Debt Securities will conform to the descriptions thereof in the Registration Statement, the Prospectus or applicable Prospectus Supplement and the authorization document of Peru authorizing the issuance and sale of such Securities; and (iv) all Offered Debt Securities will be issued and sold in compliance with the applicable provisions of the Securities Act, the Trust Indenture Act of 1939, if applicable, and the securities or blue sky laws of various states and in the manner stated in the Registration Statement, the Prospectus and applicable Prospectus Supplement.
The opinion expressed herein is subject to the following exceptions, qualifications and limitations:
A. It is (i) limited by the effect of (a) any applicable bankruptcy, insolvency, reorganization, moratorium or similar law and principles affecting creditors’ rights generally, including without limitation fraudulent transfer or fraudulent conveyance laws and (b) general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing) and the availability of equitable remedies (including, without limitation, specific performance and equitable relief), regardless of whether considered in a proceeding in equity or at law and (ii) subject to possible judicial action giving effect to governmental actions or foreign laws affecting creditors’ rights.
B. Without limiting any of the other limitations, assumptions, exceptions and qualifications stated elsewhere herein, we express no opinion as to any provision (i) that could be construed as a penalty or forfeiture; (ii) indemnifying a party against liability for its own wrongful or negligent acts or otherwise in cases where indemnification or contribution could be considered contrary to public policy (including, without limitation, under federal and state securities laws and regulations as interpreted by applicable governmental authorities); (iii) exculpating another party from liability or waiving defenses or other rights; (iv) to the effect that terms of a document may not be waived or modified except in writing; (v) regarding the recovery of attorneys’ fees for a person who is not the prevailing party in a final proceeding; (vi) imposing a payment obligation with respect to Peru’s obligations; or (vii) whereby a party purports to ratify acts in advance of the occurrence of such acts.
C. No opinion is expressed herein with respect to (i) the validity or enforceability of any provision contained in the Indenture allowing any party to exercise any remedial rights without notice to Peru, (ii) the validity or enforceability of any waiver of demand by Peru, or any waiver of any rights or any defense which as a matter of law or public policy cannot be waived, (iii) the validity or enforceability of any provisions contained in the Indenture purporting to establish evidentiary standards, (iv) the validity or enforceability of any provision of the Indenture which purports to establish the subject matter jurisdiction of the United States District Court for the Southern District of New York to adjudicate any controversy related to any of the Indenture, (v) the validity or enforceability of any provision of the Indenture which purports to entitle any person or entity to specific performance of any provision thereof, (vi) the validity or enforceability of any provision of the Indenture that requires a person or entity to cause another person or entity to take or to refrain from taking action under circumstances in which such person or entity does not control such other person or entity, (vii) the effectiveness of service of process by mail in any suit, action or proceeding of any nature arising in connection with or in any way relating to any Indenture, or (viii) any provision which purports to, or has the effect of, waiving or extending any statute of limitation.
D. Our opinion is subject to the enforceability in the United States of America of the waiver of immunities by Peru as set out in the Indenture and the Debt Securities and such waiver of immunities is subject to the limitations imposed by the United States Foreign Sovereign Immunities Act of 1976, as amended.