Exhibit 8
1345 Avenue of the Americas
New York, NY 10105
Telephone (1) 212 903 9000
Facsimile (1) 212 903 9100
Republic of South Africa
National Treasury
Private Bag X115
Pretoria, 0001
South Africa
April 5, 2006
Our Ref PER/JC/DBD/JZ
Dear Sirs,
REPUBLIC OF SOUTH AFRICA (the "Issuer")
(EURO)750,000,000 4.50% NOTES DUE 2016 (the "Securities")
1 We have acted as counsel to the Underwriters (as defined below) in
connection with the offering by the Issuer, pursuant to the Registration
Statement (No. 333-107393) on Schedule B relating to the Securities and
other securities of the Issuer (the "Registration Statement") filed with
the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933 (the "Securities Act"), of the Securities.
2 This opinion is limited to the federal income tax laws of the United
States, and we express no opinion as to the effect of the laws of any
States of the United States or any other jurisdiction.
3 For the purpose of this opinion, we have examined the Registration
Statement, including the Prospectus, dated August 20, 2003, as amended and
as supplemented by the Addendum to Prospectus, dated March 27, 2006 (as
amended and as supplemented, the "Prospectus"), and the Prospectus
Supplement, dated March 30, 2006; the Amended and Restated Fiscal Agency
Agreement, dated May 15, 2003 (the "Fiscal Agency Agreement"), between the
Issuer and Deutsche Bank Trust Company Americas, as fiscal agent (the
"Fiscal Agent"); a copy of the Securities in global form as executed by the
Issuer; the Pricing Agreement, dated March 30, 2006 (the "Pricing
Agreement"), between the Issuer and Deutsche Bank AG, London Branch and
Standard Bank Plc, as Representatives of the Underwriters set forth therein
(the "Underwriters"); the Underwriting Agreement, dated December 8, 1994
(the "Underwriting Agreement"), of the Issuer incorporated by reference in
the Pricing Agreement and such certificates and other documents, and such
questions of law, as we have considered necessary or appropriate. We have
assumed that the Issuer has the power to execute and deliver the
Underwriting Agreement, the Pricing Agreement, the Securities and the
Fiscal Agency Agreement, and perform its obligations thereunder, that the
Underwriting Agreement, the Pricing Agreement, the Securities and the
Fiscal Agency Agreement have been duly and validly
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Court of England and Wales, members of the New York Bar and foreign legal
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authorized, executed and delivered under the laws of the Republic of South
Africa by the Issuer, that the Securities conform to the forms examined by
us and that the signatures on all documents examined by us are genuine,
assumptions that we have not independently verified.
4 We are of the opinion that the statements set forth under the heading
"Description of Debt Securities--United States Taxation" in the Prospectus,
insofar as such statements purport to summarize certain federal income tax
laws of the United States, constitute a fair summary of the principal U.S.
federal income tax consequences of an investment in the Securities.
5 The foregoing opinion is based on the Internal Revenue Code of 1986, as
amended (the "Code"), and applicable regulations, rulings and judicial
decisions, in each case as in effect on the date hereof, and this opinion
may be affected by amendments to the Code or to the regulations thereunder
or by subsequent judicial or administrative interpretations thereof. We
express no opinion other than as to the federal income tax laws of the
United States of America, and we undertake no responsibility to update or
supplement our opinion.
6 We hereby consent to the filing of this opinion as an exhibit to Amendment
No. 3 to South Africa's Annual Report on Form 18-K for its Fiscal Year
ended March 31, 2005. In giving such consent, we do not thereby admit that
we are experts with respect to any part of the Registration Statement,
including this exhibit, within the meaning of the term "expert" as used in
the Securities Act, or the rules and regulations of the Commission issued
thereunder. The opinions expressed herein are rendered on and as of the
date hereof, and we assume no obligation to advise you, or to make any
investigations, as to any legal developments or factual matters arising
subsequent to the date hereof that might affect the opinions expressed
herein.
7 U.S. Internal Revenue Service Circular 230 Disclosure: Any U.S. tax advice
contained herein is not intended or written by us to be used, and it cannot
be used by any person, for the purpose of avoiding U.S. tax penalties that
may be imposed on any person. Any such U.S. tax advice was written to
support the promotion or marketing of the transaction(s) or matter(s)
addressed by it. Each person should seek U.S. tax advice based on the
person's particular circumstances from an independent tax adviser.
Yours faithfully,
Linklaters
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