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EXHIBIT F
HEAD OF ASIAN PRACTICE: REGISTERED FOREIGN LAWYERS: 9th Floor
Brian W. Harrison* Andrew Harrow (degrees) Three Exchange Square
PARTNERS: David Johnson (section) Central
Simon Berry Hyo Young Kang Ian Johnson (degrees) Hong Kong
Simon Black David Kidd Thomas A. Jones (section)
Thomas Brown Chin-Chong Liew Angus Ross (degrees) Telephone: +852 2974 7000
Kenneth D.C. Chan Michael S.L. Liu Mitchell A. Silk (section) Fax (Group 3): +852 2974 6999
Mimmie M.L. Chan Vicki Liu CONSULTANTS: Fax (Group 4): +852 2502 2023
Stanley Chow Jane M.S. Ng Yongfu Li
William K.K. Ho Simon Reid-Kay William McAuliffe
Catherine Husted Christopher L. Swift Cathy C.Y. Yeung
Andrew Jeffries Joseph L.B. Tse
Our Ref:: 67738-00046/DFJ/MUK/HK:426550.1 April 15, 2004
Republic of the Philippines
Department of Finance
Office of the Secretary
Department of Finance Building
BSP Complex
Manila 1004
Philippines
Ladies and Gentlemen,
We have acted as special United States counsel for the Republic of the
Philippines (the "REPUBLIC") in connection with the preparation and filing with
the Securities and Exchange Commission (the "COMMISSION") under the Securities
Act of 1933, as amended (the "SECURITIES ACT"), of the Republic's registration
statement under Schedule B (the "REGISTRATION STATEMENT") relating to the
offering from time to time, as set forth in the Registration Statement, the form
of prospectus contained therein (the "PROSPECTUS") and one or more supplements
to the Prospectus, of the Republic's debt securities (the "DEBT SECURITIES") and
warrants. The Debt Securities are to be issued in one or more series in
accordance with the provisions of the Fiscal Agency Agreement dated as of
October 4, 1999 and supplemented as of February 26, 2004 (the "FISCAL AGENCY
AGREEMENT") between the Republic and JPMorgan Chase Bank (the "FISCAL AGENT").
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 Debt Securities
of a particular series offered pursuant to the Registration Statement or
pursuant to any registration statement related thereto filed by the Republic
with the Commission pursuant to Rule 462(b) under the Securities Act have been
duly authorized by the Republic, duly executed and authenticated in accordance
with the Fiscal Agency Agreement and duly delivered to and paid for by the
purchasers thereof, such Debt Securities will constitute valid, binding and
enforceable obligations of the Republic, entitled to the benefits of the Fiscal
Agency Agreement.
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
* Registered Foreign Lawyer; admitted to practise in England and Wales.
(section) Admitted to practise in New York.
(degrees) Admitted to practise in England and Wales.
To: Republic of the Philippines April [-], 2004
Page: 2
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 governmental actions affecting creditors' rights; (iii) the
enforceability in the United States of America of the waiver or immunities by
the Republic as set forth in the Fiscal Agency Agreement and the Debt Securities
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. Section 1332 does not exist.
In addition, we have assumed that each of 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 and the Debt Securities (with
respect to the Republic) enforceable against it (except that no such assumption
is made as to 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 Republic with the
Commission pursuant to Rule 462(b) under the Securities Act and to the
references to us under the heading "Validity of the Securities" 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
ALLEN & OVERY