Exhibit L
January 16, 2019
Republic of Turkey
Ministry of Treasury and Finance
General Directorate of Foreign
Economic Relations
Ismet Inonu Bulvari 06510
Emek-Ankara, Turkey
Ladies and Gentlemen:
We have acted as special United States counsel for the Republic of Turkey (the “Republic”) in connection with the issuance and offering for sale (the “Offering”) of its U.S.$2,000,000,000 principal amount of 7.625% Notes due April 26, 2029 (the “Notes”) in the form of a takedown from the Republic’s Registration Statement No. 333-221073 under Schedule B (the “Registration Statement”). In connection with the Offering we have reviewed the Registration Statement, the Prospectus dated November 1, 2017 (the “Prospectus”), the Prospectus Supplement dated January 9, 2019 (the “Prospectus Supplement”), the Fiscal Agency Agreement dated as of March 23, 2015, between the Republic and The Bank of New York Mellon, as amended by Amendment No. 1 dated March 15, 2017 (the “Fiscal Agency Agreement”), and the Underwriting Agreement, dated as of January 9, 2019 (the “Underwriting Agreement”), by and among the Republic and Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities plc.
It is our opinion that, assuming due authorization, execution and delivery by the Republic, the Notes, when duly authenticated in accordance with the terms of the Fiscal Agency Agreement and delivered and paid for in accordance with the terms of the Underwriting Agreement, will constitute valid and binding obligations of the Republic under the laws of the State of New York.
Insofar as the opinion set forth herein relates to matters of the law of the Republic, we have relied upon the opinion of the First Legal Advisor, Ministry of Treasury and Finance, Republic of Turkey, dated of even date herewith, and our opinion herein is subject to any and all exceptions and reservations set forth therein.
We consent to the filing of this opinion as an exhibit to the Annual Report of the Republic of Turkey on Form 18-K and to the references to our firm appearing under the caption “Validity of the Securities” in the Prospectus forming a part of the Registration Statement, and appearing under the caption “Legal Matters” in the Prospectus
