Exhibit 5.1
| Justice | Civil Legal Services SOA | Room 730 Woodsworth Building 405 Broadway Winnipeg, Manitoba CANADA R3C 3L6 | ||
| PH: (204) 945-2846 FAX: (204) 948-2041 | ||||
| File No. FI03A0(158) | ||||
| December 12, 2002 | In reply please refer to: | |||
| Tom Hague, Director Legal Services |
CIBC World Markets Corp.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Salomon Smith Barney Inc.
As Representatives of the several Underwriters
c/o Merrill Lynch, Pierce, Fenner & Smith
Incorporated
4 World Financial Center
New York, New York 10080
Dear Sir/Madam:
With reference to the requirements of paragraph (c) of Section 7 of the Underwriting Agreement dated December 5, 2002, (the “Underwriting Agreement”), between the Province of Manitoba (the “Province”) and CIBC World Markets Corp., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Salomon Smith Barney Inc., as Representatives of the several Underwriters (the “Underwriters”) named in Schedule II thereto, providing for the sale of U.S. $350,000,000 aggregate principal amount of 2.75% Global Debentures Series EU Due January 17, 2006, of the Province (the “Debentures”) to the Underwriters, severally, I, as Director of Legal Services of the Department of Justice of the Province, have examined the following:
| (a) | The Financial Administration Act, being the legislative authority under which the issue of the Debentures is authorized; | |
| (b) | A copy of the Order of the Lieutenant Governor in Council of the Province with respect to the financing, No. 210/2002, approved on the 22nd day of May, 2002; | |
| (c) | A copy of Registration Statements (File Nos. 333-101096 and 333-14038) including any documents incorporated therein by reference (collectively, the “Registration Statement”), and all amendments thereto filed by the Province with |
| the Securities and Exchange Commission of the United States of America, as well as the Prospectus dated November 14, 2002, and the Prospectus Supplement dated December 5, 2002, (together called the “Prospectus”) constituting a part of such Registration Statement and filed pursuant to Rule 424(b) of the General Rules and Regulations under the Securities Act of 1933, as amended; | ||
| (d) | A copy of the Underwriting Agreement; | |
| (e) | A copy of the Fiscal Agency Agreement; | |
| (f) | Proof of the Global Debentures; and | |
| (g) | Such other statutes, documents, records, certificates and proceedings as I have considered necessary for the purposes of this opinion. |
Based on the foregoing, I advise you that, in my opinion:
| 1. | The Debentures have been duly authorized, executed, issued and delivered in accordance with the laws of the Province of Manitoba, the Order of the Lieutenant Governor in Council of the Province applicable thereto and any laws of Canada applicable thereto and constitute valid and legally binding, direct and unconditional general obligations of the Province in accordance with their terms; | |
| 2. | The Debentures rank pari passu with all other debentures, bonds and notes constituting general obligations of the Province outstanding on the date hereof; | |
| 3. | All necessary action has been duly taken by or on behalf of the Province, and all necessary authorizations and approvals under the laws of the Province of Manitoba have been duly obtained, and no such authorizations or approvals under the laws of Canada are necessary, for the authorization, execution and delivery by the Province of the Underwriting Agreement, the Fiscal Agency Agreement, and the Debentures and for the issuance, sale and delivery of the Debentures under the Underwriting Agreement; | |
| 4. | The Underwriting Agreement and the Fiscal Agency Agreement have been duly authorized, executed and delivered by the Province in accordance with the laws of the Province of Manitoba and the Order of the Lieutenant Governor in Council of the Province applicable thereto, and there are no laws of Canada applicable thereto; | |
| 5. | There are no withholding or other income taxes or capital gains taxes payable under the laws of Canada or of the Province of Manitoba in respect of the Debentures, or the premium thereon, if any, or the interest thereon by an owner who is not, and is not deemed to be, a resident of Canada and who does not use or hold, and who is not deemed to use or hold, the Debentures in carrying on |
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| business in Canada, and no estate taxes or succession duties are presently imposed by Canada or the Province of Manitoba; | ||
| 6. | I have no reason to believe that either the Registration Statement or the Prospectus or any amendment or supplement thereto contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; my opinion with respect to Canadian taxes under the caption “Description of Securities” in the Prospectus is accurately described therein; the descriptions in the Registration Statement and the Prospectus of statutes, legal and governmental proceedings and contracts and other documents are accurate and fairly present the information required to be shown; and I do not know of any legal or governmental proceedings required to be described in the Registration Statement or Prospectus which are not described as required, nor of any contracts or documents of a character required to be described in the Registration Statement or Prospectus, or filed as exhibits to the Registration Statement, which are not described and filed as required; | |
| 7. | The execution and delivery by the Province of the Underwriting Agreement, the Fiscal Agency Agreement, the creation, offering, issue and sale of the Debentures and the performance by the Province of its obligations under the Underwriting Agreement and the Fiscal Agency Agreement will not violate, conflict with or result in a breach of any indenture, agreement or other instrument to which the Province is a party or by which the Province is bound; and | |
| 8. | No litigation or proceedings of any nature are now pending or threatened attacking or in any way attempting to restrain or enjoin the issue and delivery of the Debentures or in any manner questioning the authority and proceedings under which the Debentures are issued, or affecting the validity thereof, or contesting the title or official capacity of the Honourable Greg Selinger, Minister of Finance of the Province, who is authorized by Order of the Lieutenant Governor in Council No. 210/2002 to sign the Debentures, or the authority of any of the persons authorized to countersign the Debentures under the designation “Authorized Signing Officer”, and no authority or proceedings for the issuance of the said Debentures have been modified, repealed, revoked or rescinded in whole or in part. |
In rendering the foregoing opinion, I have relied, with your approval, upon the opinion of Sullivan & Cromwell as to matters of United States law and procedure and I do not express any opinion as to the financial or statistical data contained in the Registration Statements and the Prospectus.
Also in rendering the foregoing opinion, I have assumed that the Global Debentures being delivered today are in the form of the Global Debenture proof examined by me and bear the seal of the Department of Finance of the Province, the signature of the Honourable Greg Selinger, the Minister of Finance of the Province, and the
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countersignature of a person authorized by Order of the Lieutenant Governor in Council of the Province No. 210/2002, which facts I have not verified by inspection.
Yours very truly,
/s/ Tom Hague
Tom Hague, Director
Legal Services
Department of Justice
Province of Manitoba
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