Exhibit G
Partners: Registered Foreign Lawyers: 9th Floor
Christopher K. Roberts Chin-Chong Liew Peter Curleyss. Three Exchange Square
Simon Berry Michael S.L. Liu Grant Fuzi+ Central
Simon Black Vicki Liu Andrew Harrow* Hong Kong
Kenneth D.C. Chan Jane M.S. Ng David Johnsonss.
Mimmie M.L. Chan Simon Reid-Kay Mitchell A. Silkss. Telephone: +852 2974 7000
Stanley Chow Cameron Scott Claire Wright* Fax (Group 3): +852 2974 6999
Catherine Husted Mark Sterling Fax (Group 4): +852 2502 2023
Andrew Jeffries Christopher L. Swift Consultants:
Hyo Young Kang Joseph L.B. Tse Yongfu Li
David J. Kidd Jill Wong
Our Ref: HK:324500.1 June 13, 2003
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Ladies and Gentlemen,
We have acted as special United States counsel to the National Power Corporation
(the "Company"), a company organized with limited liability under the laws of
the Republic of the Philippines (the "Republic"), to Power Sector Assets and
Liabilities Management Corporation ("PSALM"), a company wholly owned by the
Republic and to the Republic, in connection with the Company's offering,
pursuant to a registration statement under Schedule B (No. 333-105868) of its
Guaranteed Bonds (the "Bonds"). Such registration statement, as amended, when it
becomes effective, including the information deemed to be a part thereof as of
such time pursuant to Rule 430A under the Securities Act of 1933, as amended
(the "Securities Act"), is herein called the "Registration Statement". The
related preliminary prospectus contained therein is herein called the
"Prospectus". The Bonds are to be issued in accordance with the provisions of
the Fiscal Agency Agreement among the Company, the Republic, as guarantor, and
Citibank, N.A., as fiscal agent, a form of which is filed as an exhibit to the
Registration Statement (the "Fiscal Agency Agreement"). The Republic will
irrevocably and unconditionally guarantee payments on the Bonds (the
"Guarantees").
We have reviewed the originals or copies certified or otherwise identified to
our satisfaction of such instruments and other documents, and we have made such
investigations of law, as we have deemed appropriate as a basis for the opinion
expressed below.
Based on the foregoing, and subject to the further assumptions and
qualifications set forth below, it is our opinion that when the Bonds and the
Guarantees have been issued, duly authorized by the Company and the Republic,
duly executed and authenticated in accordance with the Fiscal Agency Agreement
and duly delivered to the purchasers thereof, such Bonds will constitute valid,
binding and enforceable obligations of the Company, entitled to the benefits of
the Fiscal Agency Agreement and such Guarantees will constitute valid, binding
and enforceable obligations of the Republic, entitled to the benefits of the
Fiscal Agency Agreement.
The foregoing opinion is subject to the following qualifications: (i) such
opinion is subject to applicable bankruptcy, insolvency and similar laws
affecting creditors' rights generally and to general principles of equity; (ii)
such opinion is subject to the effect of judicial application of foreign laws or
foreign
AMSTERDAM ANTWERP BANGKOK BEIJING BRATISLAVA BRUSSELS BUDAPEST DUBAI
FRANKFURT HAMBURG HONG KONG LONDON LUXEMBOURG MADRID MILAN MOSCOW
NEW YORK PARIS PRAGUE ROME SHANGHAI SINGAPORE TIRANA TOKYO TURIN WARSAW
ss.Admitted to practise in New York.
+ Admitted to practise in New South Wales.
* Admitted to practise in England and Wales.
To: Securities and Exchange Commission June 13, 2003
Page: 2
governmental actions affecting creditors' rights; (iii) the enforceability in
the United States of America of the waiver of immunities by the Republic, as
guarantor, as set forth in the Fiscal Agency Agreement and the Bonds is subject
to the limitations imposed by the Foreign Sovereign Immunities Act of 1976; and
(iv) we express no opinion as to the subject matter jurisdiction of any United
States federal court to adjudicate any action where jurisdiction based on
diversity of citizenship under 28 U.S.C.ss.1332 does not exist. In addition, we
have assumed that each of the Company, the Republic and the Fiscal Agent will
have satisfied those legal requirements that are applicable to it to the extent
necessary to make the Fiscal Agency Agreement, the Bonds (with respect to the
Company) and the Guarantees (with respect to the Republic) enforceable against
it (except that no such assumption is made as to the Company or the Republic
regarding matters of the federal law of the United States of America or the law
of the State of New York).
The foregoing opinion is limited to the federal law of the United States of
America and the law of the State of New York.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, to the incorporation by reference of this opinion in any
registration statement relating thereto filed by the Company with the Commission
pursuant to Rule 462 under the Securities Act and to the references to us under
the heading "Validity of the Bonds" in the Prospectus and any prospectus
relating to any such other registration statement, without thereby admitting
that we are "experts" under the Securities Act or the rules and regulations of
the Commission thereunder for purposes of any part of the Registration Statement
or any such other registration statement, including the exhibit as which this
opinion is filed.
Very truly yours,
/s/ Allen & Overy