Exhibit L
January 26, 2021
Republic of Turkey
Ministry of Treasury and Finance
General Directorate of Debt Office
Saray Mah. Dr. Adnan Büyükdeniz Cad.
No:8 Kat 4, Ümraniye
İstanbul 34768 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 U.S.$1,750,000,000 principal amount of the Republic’s 4.750% notes due January 26, 2026 (the “2026 Notes”) and U.S.$1,750,000,000 principal amount of the Republic’s 5.875% notes due June 26, 2031 (the “2031 Notes”, and, together with the 2026 Notes, the “Notes”) in the form of a takedown from the Republic’s Registration Statement No. 333-236683 under Schedule B (the “Registration Statement”). In connection with the Offering we have reviewed the Registration Statement, the Prospectus dated May 6, 2020 (the “Prospectus”), the Prospectus Supplement dated January 19, 2021 (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 19, 2021 (the “Underwriting Agreement”), by and among the Republic and Citigroup Global Markets Inc., Goldman Sachs International, 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.
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