EXHIBIT E




                           [Letterhead of the Republic
                             Department of Justice]


                                                              April 14, 2004

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20448
U.S.A.


Ladies and Gentlemen,

     As Secretary of Justice of the Republic of the Philippines (the
"REPUBLIC"), I have examined the registration statement of the Republic (the
"REGISTRATION STATEMENT") to be filed with the U.S. Securities and Exchange
Commission (the "SEC") under the U.S. Securities Act of 1933, as amended, with
respect to the offering from time to time, as set forth in the Registration
Statement, of the Republic" debt securities (the "DEBT SECURITIES") and warrants
(the "WARRANTS"). The Debt Securities will be issued in one or more series in
accordance with the provisions of a Fiscal Agency Agreement to be entered into
between the Republic and a Fiscal Agent and the Warrants will be issued in one
or more series in accordance with the provisions of a Warrant Agreement to be
entered into between the Republic and a Warrant Agent.

     In arriving at the opinion expressed below, I have reviewed (i) the
Registration Statement; (ii) the form of the Fiscal Agency Agreement, including
any supplement thereto; and (iii) the form of the Debt Securities included in
the Fiscal Agency Agreement. In addition, I have reviewed the originals or
copies certified or otherwise identified to my satisfaction of all such records
of the Republic and such other instruments and other certificates of public
officials, officers and representatives of the Republic and such other persons,
and have made such investigations of law as I have deemed appropriate as a basis
for the opinions expressed below.

     As to the questions of fact material to my conclusions expressed herein, to
the extent that I have not independently established the facts, I have relied
upon the statements of fact contained

in the documents I have examined and on certificates or representations of
responsible officers and other representatives of the Republic and other parties
to the relevant document. Nothing has come to my attention that leads me to
believe that such certificates and representations are not accurate.

     Based on the foregoing, I am of the opinion that, except for the approval
in principle and final approval of the Monetary Board of Bangko Sentral ng
Pilipinas, the execution and delivery by the Republic of the Debt Securities and
Warrants have been duly authorized by all necessary action of the Republic and,
when duly executed and delivered by the Republic and authenticated, in each
case, by the Fiscal Agent in accordance with the Fiscal Agency Agreement or the
Warrant Agent in accordance with the Warrant Agreement, respectively, and
delivered to and paid for by the underwriters in the manner contemplated by the
Registration Statement, or pursuant to any registration statement relating
thereto filed by the Republic with the SEC pursuant to Rule 462(b) under the
U.S. Securities Act, the Debt Securities and Warrants will constitute the valid,
binding and enforceable obligations of the Republic.

     The foregoing opinion is limited to the laws of the Republic of the
Philippines.

     I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, to the incorporation by reference to this opinion in any
registration statement relating thereto filed by the Republic with the SEC
pursuant to Rule 462(b) under the U.S. Securities Act, and to the use of my name
under the caption "Validity of the Securities" in the Registration Statement and
any such other registration statement. In giving such consent, I do not thereby
admit that I am in the category of persons whose consent is required under
Section 7 of the U.S. Securities Act of 1933, as amended.


                                            Very truly yours,



                                            /s/ MA. MERCEDITAS N. GUTIERREZ

                                            Acting Secretary of Justice