Exhibit 5.1
Shearman & Sterling LLP
Letterhead
March 28, 2005
Landeskreditbank Baden-Wurttemberg
- -Forderbank
Schlossplatz 10
76131 Karlsruhe
Germany
Dear Sirs:
In connection with the registration under the Securities Act
of 1933, as amended (the "Act") of U.S.$5,000,000,000 aggregate principal
amount, or the equivalent thereof in other currency units, of debt securities
(the "Debt Securities") of Landeskreditbank Baden-Wurttemberg - Forderbank
("L-Bank"), a German public law banking institution under the laws of the State
of Baden-Wurttemberg ("Baden-Wurttemberg"), to be issued under the terms of an
agency agreement dated March 22, 2005 among L-Bank, Deutsche Bank
Aktiengesellschaft and Deutsche Bank Trust Company Americas (the "Agency
Agreement"), as supplemented by a supplemental agency agreement to be entered
into in connection with each issuance of Debt Securities (each a "Supplemental
Agency Agreement"), and the statutory guaranty of Baden-Wurttemberg (the
"Guaranty of Baden-Wurttemberg") we have examined such corporate records,
certificates and other documents and such questions of law, as we have
considered necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, it is our opinion that:
1. L-Bank is duly established and validly existing as a public
law banking institution under the laws of Baden-Wurttemberg.
2. L-Bank has full power and authority to issues the Debt
Securities, to enter into the Agency Agreement and to perform
its obligation thereunder.
3. The Agency Agreement has been duly executed and delivered for
and on behalf of L-Bank, and constitutes the legal, valid
and binding obligation of L-Bank enforceable against L-Bank in
accordance with its terms.
4. When the Registration Statement under Schedule B relating to
the Notes has become effective under the Act, the applicable
Supplemental Agency Agreement has been duly authorized,
executed and delivered, the terms of the Debt Securities and
of their issues and sale have been duly established in
conformity with the Agency Agreement and the applicable
Supplemental Agency Agreement so as not to violate any
applicable law or agreement binding on L-Bank, and the Debt
Securities have been duly executed and authenticated in
accordance with the Agency Agreement and the applicable
Supplemental Agency Agreement and issued and sold as
contemplated by the Registration Statement, the Debt
Securities will constitute valid and binding obligations of
L-Bank, subject to fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating
to or affecting creditors' rights and to general equity
principles.
4. The Guaranty of Baden-Wurttemberg set forth in Section 5(3) of
the Act concerning Landeskreditbank
Baden-Wurttemberg-Forderbank constitutes a valid and legally
binding obligation of Baden-Wurttemberg.
The foregoing opinions are limited to the laws of the Federal
Republic of Germany, and we are expressing no opinion as to the effect of the
laws of any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference under the heading "Legal
Opinions" in the Prospectus. In giving such consent, we do not thereby admit
that we are in the category of persons whose consent is required under Section 7
of the Act.
Very truly yours,
/s/ Shearman & Sterling LLP
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Shearman & Sterling LLP
AD/SH/MOP/TS
MG
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