Exhibit E
REPUBLIC OF TÜRKİYE
MINISTRY OF TREASURY AND FINANCE
Chief Legal Advisory and Directorate General of Trials
The Republic of Türkiye
Ministry of Treasury and Finance
Ankara/ TÜRKİYE
October 3, 2024
| Re: | The Republic of Türkiye |
Registration Statement No. 333-275976 |
Ladies and Gentlemen:
I, Chief Legal Advisor and Director General of Trials, Ministry of Treasury and Finance, the Republic of Türkiye, have reviewed the above-referenced Registration Statement (the “Registration Statement”), the Prospectus dated April 19, 2024 (the “Prospectus”), the Prospectus Supplement dated September 25, 2024 (the “Prospectus Supplement”), the Fiscal Agency Agreement dated as of March 23, 2015, as amended by Amendment No. 1 dated March 15, 2017, between the Republic of Türkiye (the “Republic”) and The Bank of New York Mellon (the “Fiscal Agency Agreement”), and the Underwriting Agreement dated as of September 25, 2024 (the “Underwriting Agreement”) by and among the Republic, Banco Bilbao Vizcaya Argentaria, S.A., BofA Securities, Inc., Citigroup Global Markets Inc., and J.P. Morgan Securities plc, pursuant to which the Republic has issued and offered for sale 6.500% Notes due January 3, 2035 in the aggregate principal amount of U.S.$3,500,000,000 (the “Notes”).
The issuance of the Notes has been authorized pursuant to the provisions of Articles 4 and 7 of the Law Regarding the Regulation of Public Finance and Debt Management of the Republic (Law No. 4749).
It is my opinion that the Notes have been duly authorized and when duly executed and delivered by the Republic, authenticated in accordance with the Fiscal Agency Agreement and delivered by and paid for in accordance with the terms of the Underwriting Agreement, will constitute valid and legally binding obligations of the Republic under and with respect to the present laws of the Republic.
I consent to the filing of this opinion as an exhibit to the Annual Report of the Republic of Türkiye on Form 18-K and to the use of my name and the making of statements with respect to me which are set forth 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 Supplement forming a part of the Registration Statement.
[Signature Page Follows]
Very truly yours, |
/s/ Haken GÜZEL |
Haken GÜZEL |
Chief Legal Advisor and Director General of Trials |
Ministry of Treasury and Finance |
The Republic of Türkiye |
[Signature Page to the Turkish Validity Opinion]
