EXHIBIT 5.1
[Letterhead of Allen & Overy, New York]
Our Ref: NY:84849
June 25, 2003
AEGON N.V.
AEGONplein 50
2501 CE The Hague
The Netherlands
AEGON Funding Corp.
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801
AEGON Funding Corp. II
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801
Dear Sirs:
AEGON Group
Registration Statement on Form F-3
We have acted as special United States counsel for AEGON N.V., a company
incorporated under the laws of the Netherlands (AEGON), AEGON Funding Corp., a
Delaware corporation (AFC), and AEGON Funding Corp. II, a Delaware corporation
(AFC II), in connection with the registration by AEGON, AFC and AFC II (each, an
Issuer) of the offering of:
(i) common shares, par value 0.12 euro per share, of AEGON (the
Common Shares);
(ii) debt securities of AEGON, AFC or AFC II, which, if issued by AFC
or AFC II, will be guaranteed by AEGON (the Debt Securities);
(iii) guarantees of AEGON, AFC or AFC II (the Guarantees);
(iv) warrants of AEGON, AFC or AFC II (the Warrants);
(v) purchase contracts of AEGON, AFC or AFC II (the Purchase
Contracts); and
(vi) units of AEGON, AFC or AFC II (the Units)
(each a Security and, collectively, the Securities) under the Securities Act of
1933, as amended (the Securities Act), pursuant to a registration statement on
Form F-3 (the Registration Statement). The Securities will have an aggregate
offering price of up to $5,000,000,000 and will be offered from time to time on
a continuous or delayed basis pursuant to the provisions of Rule 415 under the
Securities Act.
To: AEGON N.V.
AEGON Funding Corp.
AEGON Funding Corp. II
Page: 2
The Debt Securities are to be issued pursuant to the indenture dated as of
October 11, 2001 (the Indenture) among AEGON, AFC, AFC II and Citibank, N.A., as
trustee (the Trustee). The Indenture is subject to and governed by the Trust
Indenture Act of 1939, as amended (the TIA).
The Securities will be issued either independently or together with other
Securities as Units and the Warrants, Guarantees, Purchase Contracts and Units
will be issued pursuant to a warrant agreement, guarantee agreement, purchase
contract agreement or unit agreement, as applicable, by and between AEGON, AFC,
or AFC II and a bank or trust company as the applicable agent or trustee.
A. SCOPE OF REVIEW AND RELIANCE
In that connection, we have examined the Registration Statement, a copy of the
Indenture filed as exhibit 4.5 to the Registration Statement and such additional
documents, corporate records and other instruments as we have deemed necessary
or appropriate for the purpose of this opinion.
B. ASSUMPTIONS
In giving this opinion, we have assumed the following (without independent
verification):
1. the legal capacity of all natural persons, the authority of all persons
signing each of the documents on behalf of the parties to such documents and
the genuineness of all signatures;
2. the authenticity and completeness of all documents submitted to us as
originals;
3. the conformity to original documents and the completeness of all documents
submitted to us as certified or conformed copies or photocopies and the
authenticity of the originals of such documents;
4. the conformity to original documents and the completeness of all documents
received by us by facsimile transmission and the authenticity of the
originals of such documents;
5. the due authorization, execution and delivery of the Indenture;
6. the Trustee is duly organized, validly existing and in good standing under
the laws of its jurisdiction of organization, and is duly qualified to engage
in the activities contemplated by the Indenture;
7. the Trustee is in compliance, with respect to acting as a trustee under the
Indenture, with all applicable laws and regulations; and
8. the Trustee has the requisite organizational and legal power and authority to
perform its obligations under the Indenture.
C. OPINION
1. Based solely on certificates from the Secretary of State of the State of
Delaware, each of AFC and AFC II is a corporation validly existing and in
good standing under the laws of the State of Delaware.
To: AEGON N.V.
AEGON Funding Corp.
AEGON Funding Corp. II
Page: 3
2. The Indenture has been duly authorized, executed and delivered by AFC and
AFC II. The Debt Securities, when issued by AFC or AFC II in accordance
with the terms of the Indenture will be valid and binding obligations of
AFC or AFC II, as applicable.
3. When any warrant agreement has been duly authorized and executed by the
parties thereto, any Warrants when issued by AFC or AFC II in accordance with
the terms of the relevant warrant agreement will be valid and binding
obligations of the AFC or AFC II, as applicable.
4. When any purchase contract agreement has been duly authorized and executed by
the parties thereto, any Purchase Contracts when issued by AFC or AFC II in
accordance with the terms of the relevant purchase contract agreement will be
valid and binding obligations of the AFC or AFC II, as applicable.
5. When any unit agreement has been duly authorized and executed by the parties
thereto, any Units when issued by AFC or AFC II in accordance with the terms
of the relevant unit agreement will be valid and binding obligations of the
AFC or AFC II, as applicable.
6. Each Guarantee of AFC or AFC II, as applicable, when it has been duly
authorized, executed and delivered by AFC or AFC II, as applicable, and
assuming due authorization, execution and delivery by the guarantee trustee,
will constitute a valid and legally binding obligation of AFC or AFC II, as
applicable.
In rendering the opinions expressed in Paragraphs 1, 2, 3, 4, 5 and 6
above, we have further assumed that: (i) the Registration Statement will
have become effective under the Securities Act; (ii) the terms of the
governing instruments or agreements under which the Securities are to be
issued will have been duly authorized and established by AFC and AFC II,
and the governing instruments or agreements will have been duly executed
and delivered by the parties thereto; (iii) the terms of Securities to be
issued will have been duly established in conformity with any applicable
governing instrument or agreement, will not violate any applicable law or
result in a default under or breach of any agreement or instrument binding
upon AFC or AFC II and will comply with any requirement or restriction
imposed by any court or governmental body having jurisdiction over AFC or
AFC II; (iii) the Securities will be sold and delivered to, and paid for
by, the purchasers at the prices and in accordance with the terms of an
agreement or agreements duly authorized and validly executed and delivered
by the parties thereto; (iv) AFC or AFC II, as applicable, will authorize
the offering and issuance of the Securities and will authorize, approve and
establish the final terms and conditions thereof and of any applicable debt
security, warrant agreement, guarantee agreement, purchase contract
agreement, unit agreement or supplemental indenture and will take any other
appropriate additional corporate action; and (v) certificates representing
the Securities will be duly executed and delivered and, to the extent
required by the applicable indenture, warrant agreement, guarantee
agreement, purchase contract agreement or unit agreement, duly
authenticated and countersigned and will be issued and sold as contemplated
in the Registration Statement.
For purposes of Paragraph 6 hereof, we have assumed that the execution and
delivery of any guarantee agreement, and any indebtedness or obligations
covered by the guarantee agreement, do not violate any applicable law or any
agreement or instrument to which AFC or AFC II, as applicable, or the obligor
of such indebtedness or obligation is a party or by which it is bound.
We are expressing no opinion as to any obligations that parties other than
AFC or AFC II, as applicable, may have under or in respect of the Securities
or as to the effect that their performance of such obligations may have upon
any of the matters referred to above.
D. LIMITATIONS AND QUALIFICATIONS
1. We do not express any opinion herein concerning any law other than the
Federal law of the United States of America, the law of the State of New York
and the General Corporation Law of the State of
To: AEGON N.V.
AEGON Funding Corp.
AEGON Funding Corp. II
Page: 4
Delaware. In particular, we do not purport to pass on any matter governed by
the laws of the Netherlands.
We know that we are referred to under the heading "Legal Opinions" in the
Prospectus forming a part of the Registration Statement, and we hereby consent
to such use of our name in the Registration Statement and any amendments
(including post-effective amendments) thereto, to the incorporation by reference
of this opinion and consent in any subsequent registration statement filed
pursuant to Rule 462(b) under the Securities Act, and to the filing of this
opinion with the Registration Statement as Exhibit 5.1 thereto. In giving this
consent, we do not thereby admit that we are an "expert" within the meaning of
the Securities Act.
Very truly yours,
ALLEN & OVERY