Exhibit O
July 8, 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 €1,500,000,000 principal amount of the Republic’s 4.375% Notes due July 8, 2027 (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 June 30, 2021, as amended and supplemented by Supplement No. 1 to the Prospectus Supplement dated July 7, 2021 (the “Prospectus Supplement”), the Fiscal Agency Agreement dated as of March 23, 2015, between the Republic and Citibank, N.A., London Branch, as amended by Amendment No. 1 dated March 15, 2017 (the “Fiscal Agency Agreement”), and the Underwriting Agreement, dated as of June 30, 2021 (the “Underwriting Agreement”), by and among the Republic and BNP Paribas, Deutsche Bank AG, London Branch, and Merrill Lynch International.
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 Chief Legal Advisor and Director General of Trials, 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.
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