MALLESONS STEPHEN JAQUES (LETTERHEAD)
18 March 2004
Telstra Corporation Limited
242 Exhibition Street
MELBOURNE VIC 3000
Greg Hammond
Partner
Direct Line
(02) 9296 2487
Dear Sirs
TELSTRA CORPORATION LIMITED ("ISSUER")
REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933 ("ACT") OF US$500,000,000
PRINCIPAL AMOUNT OF DEBT SECURITIES ("SECURITIES")
We refer to the Registration Statement on Amendment No. 2 to Form F-3 dated 18
March 2004 ("REGISTRATION STATEMENT") in respect of which we have acted as your
legal advisers in the Australian Capital Territory and the Commonwealth of
Australia (together, the "RELEVANT JURISDICTIONS").
1 DOCUMENTS
We have examined copies (certified or otherwise identified to our
satisfaction) of the following documents relating to the Securities:
(a) the Registration Statement;
(b) the Indenture (including the form of the Securities) entered
into between the Issuer and Deutsche Bank Trust Company
Americas (formerly Bankers Trust Company) as Trustee
("TRUSTEE"), filed as an Exhibit to the Registration Statement
("INDENTURE");
(c) the constitution of the Issuer;
(d) resolutions of the board of directors of the Issuer held on 13
September 2000 authorising, among other things, the execution
and filing of the Registration Statement (Form F-3) filed on
17 November 2000 ("ORIGINAL REGISTRATION STATEMENT");
(e) an extract of the minutes evidencing resolutions of the board
of directors of the Issuer held on 27 AUGUST 2002 authorising,
among other things, the execution and filing of the
Registration Statement; and
(f) a certificate from Douglas Gration, company secretary of the
Issuer, dated the date of this opinion and attached as Exhibit
A and such other documents as we have considered necessary or
desirable to give this opinion.
<Caption>
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Level 60 Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 Australia T +61 2 9296 2000
DX 113 Sydney ABN 22 041 424 954 syd@mallesons.com www.mallesons.com F +61 2 9296 3999
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MALLESONS STEPHEN JAQUES
Telstra Corporation Limited 18 March 2004
We express no opinion as to any amendment, or any waiver of any
provision of, the Indenture or any document, whether such amendment or
waiver is in writing or not.
2 ASSUMPTIONS
WE have assumed:
(a) the authenticity of all signatures, seals, duty stamps and
markings;
(b) the completeness, and conformity to originals, of all
documents submitted to us;
(c) the correctness of the certificate specified in
paragraph 1(f);
(d) that, if an obligation is to be performed in a jurisdiction
outside Australia, its performance will not be contrary to an
official directive, impossible or illegal under the law of
that jurisdiction;
(e) that the Commissioner of Taxation (or any other governmental
authority having the power to do so) has not given and will
not give a notice or direction under section 218 or 255 of the
Income Tax Assessment Act 1936 or section 260-5 of the
Taxation Administration Act 1953 of Australia or analogous
provisions in other legislation of the Relevant Jurisdictions,
requiring the Issuer to deduct from sums payable by it to a
person under the Indenture or the Securities any taxes or
other charges payable by the payee. It is unlikely that the
Commissioner of Taxation would give a direction unless the
amount of tax was in dispute or the payee had failed to pay
tax payable by it;
(f) that the Issuer remains solvent at the time the Securities are
executed and issued;
(g) that no person has been, or will be, engaged in conduct that
is dishonest, misleading or deceptive or likely to mislead or
deceive;
(h) that neither the Trustee nor any holder of a Security is an
individual or entity that is subject to international
sanctions or associated with terrorism for the purposes of
certain regulations in Australia which restrict or prohibit
payments, transactions and dealings with assets having a
prescribed connection with certain countries or named
individuals or entities subject to international sanctions or
associated with terrorism. Such countries do not include the
United States as at the date of this opinion; and
(i) that the Registration Statement may be used in connection with
US$1,250,000,000 of debt securities registered under the
Original Registration Statement.
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MALLESONS STEPHEN JAQUES
Telstra Corporation Limited 18 March 2004
We have not taken any steps to verify these assumptions.
3 SEARCHES
We have relied on an inspection of the public records (which are not
necessarily complete or up-to-date) of the Issuer on microfilm or in
extract which are available to the public at the offices of the
Australian Securities and Investments Commission in Sydney at 11.48 am
local time on 17 March 2004. We have not made any other searches.
4 OPINION
On the foregoing basis and subject to the qualifications set out below,
we are of the opinion that:
(a) the Issuer is incorporated and validly existing under the laws
of the Commonwealth of Australia and is capable of suing and
being sued in its corporate name;
(b) the Issuer has:
(i) the corporate power and capacity to execute and file
the Registration Statement and to observe and perform
its obligations under it; and
(ii) taken all corporate action required on its part to
authorise the execution and delivery of the
Registration Statement;
(c) when:
(i) the Registration Statement has become effective under
the Act;
(ii) the terms of each series of the Securities and their
issuance and sale have been duly established in
conformity with the Indenture so as not to violate
any applicable law or result in a default under or
the breach of any agreement or instrument binding
upon the Issuer and so as to comply with any
requirement or restriction imposed by any court or
governmental body having jurisdiction over the
Issuer; and
(iii) the Securities have been duly executed and
authenticated in accordance with the Indenture and
have been issued and sold as contemplated in the
Registration Statement,
the Securities will be duly issued and will constitute valid
and legally binding obligations of the Issuer under the laws
of the Relevant Jurisdictions. We express no opinion as to the
enforceability of such obligations;
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MALLESONS STEPHEN JAQUES
Telstra Corporation Limited 18 March 2004
(d) the execution and filing by the Issuer of the Registration
Statement and the observance of its obligations under it will
not contravene:
(i) any law in force in the Relevant Jurisdictions; or
(ii) its constitution; and
(e) each authorisation necessary under the laws in force in the
Relevant Jurisdictions for the Issuer to execute and file the
Registration Statement and observe obligations under it has
been obtained.
5 QUALIFICATIONS
This opinion is subject to the following qualifications:
(a) the nature of obligations and a creditor's rights may be
affected by lapse of time, failure to take action or laws
(including, without limitation, laws relating to bankruptcy,
insolvency, liquidation, receivership, administration,
reorganisation and reconstruction, fraudulent transfer or
moratoria), certain equitable remedies and defences generally
affecting creditors' rights; and
(b) the availability of certain equitable remedies (including,
without limitation, injunction and specific performance) is at
the discretion of a court in the Relevant Jurisdictions.
In addition, it should be understood that we have not been responsible
for verifying the accuracy of the facts, or the reasonableness of any
statements of opinion, contained in the Registration Statement, or that
no material facts have been omitted from it. Furthermore, we express no
opinion as to whether the Registration Statement contains all the
information required by the applicable securities laws of the United
States or whether the persons responsible for the Registration
Statement under those laws have discharged their obligations under
those laws.
6 BENEFIT
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to us under the headings
"Validity of Debt Securities" and "Limitations on Enforcement of Civil
Liabilities" 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.
This opinion is given in respect of the laws of the Relevant Jurisdictions which
are in force at 9.00am local time on the date of this letter, is strictly
limited to the matters stated in it, does not apply by implication to other
matters and is given on the basis that it will be construed in accordance with
the laws of the Australian Capital Territory. We express no opinion about the
laws of any other jurisdiction or factual matters.
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MALLESONS STEPHEN JAQUES
Telstra Corporation Limited 18 March 2004
Yours faithfully
/s/ Mallesons Stephen Jaques
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Exhibit A
Officer's Certificate
To: Mallesons Stephen Jaques
TELSTRA CORPORATION LIMITED (ABN 33 051 775 556) ("ISSUER")
REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933 OF US$500,000,000 PRINCIPAL
AMOUNT OF DEBT SECURITIES ("SECURITIES")
I refer to the Form Registration Statement on Amendment No. 2 to Form F-3 dated
on or about the date of this certificate ("REGISTRATION STATEMENT"), in
connection with which you have acted as our legal advisers in the Australian
Capital Territory and the Commonwealth of Australia.
I am Secretary of the Issuer and I give this certificate on behalf of it in
respect of itself.
I certify as follows:
1 the resolutions of the board of directors of the Issuer held on 13
September 2000 authorising, among other things, the execution and
filing of the Registration Statement (Form F-3) filed on 17 November
2000, and the resolutions of the board of directors of the Issuer held
on 27 August 2002 authorising, among other things, the execution and
filing of the Registration Statement are and remain in full force and
effect, and have not been amended or repealed. In particular I certify
that:
(a) the meetings of the board of directors referred to above were
properly convened;
(b) all directors who attended and voted were entitled to do so;
(c) the resolutions referred to above were properly passed;
(d) the directors have properly performed their duties and all
provisions relating to the declaration of directors' interests
or the power of interested directors to vote were duly
observed;
2 the Issuer will not issue the Securities in the capacity of a trustee
of any trust or settlement; and
3 any arrangements in relation to the issue of the Securities between the
Issuer and any other person which is a related party of the Issuer for
the purposes of Chapter 2E of the Corporations Act will be no more
favourable to the related
1
Officer's Certificate
party than would be the case if the arrangements were entered into at arm's
length.
Signed: /s/ Douglas Gration
Name: Douglas Gration
Position: Company Secretary
Date: 17 March 2004
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