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Annex 2 Form of Legal Opinion of the Ministry of Justice of the Republic of Serbia
Note: Please amend "Republic of COUNTRY"/"COUNTRY" appropriately.
| [Letterhead of Legal Adviser] |
KfW ______________
Department [ ] (date)
Attn: [ ]
Palmengartenstrasse 5 - 9
Postfach 11 11 41
60325 Frankfurt am Main/Germany
Federal Republic of Germany
Loan Agreement for the Efficient Water and Sanitation Programme for Green
and Resilient Cities in Serbia (DKTI) (BMZ-No. 2021 68 821, Loan ID: 31801)
dated and made between KfW and [ ] ("Borrower") for an
amount not exceeding in aggregate EUR .000.000,--.
Dear Sirs,
I am [Minister of Justice of] [legal adviser to] [head of the legal department of the _____________(please specify ministry or other authority) of] the Republic of Serbia I have acted in that capacity in connection with a loan agreement, dated (the "Loan Agreement"), and made between the Borrower and yourselves with respect to a loan to be granted by yourselves to the Borrower in an amount not exceeding in aggregate EUR .000.000,--.
1. Documents examined
I have examined:
1.1 an authentic signed original of the Loan Agreement;
1.2 the constitutional documents of the Borrower, in particular:
(a)
the Constitution of the Republic of Serbia dated , duly published in______, No , page _ , as amended;
| (b) Law(s) No dated , duly published in , No , page , as | ||||
| amended | [please insert here, if existing, laws (e.g. budget laws) | |||
| concerning the borrowing of money by the Republic of Serbia]; | ||||
| (c) [please refer here to other documents, e.g. decrees or | ||||
| resolutions by governmental or administrative bodies of Serbia relating to | ||||
| the conclusion of loan agreements by Serbia in general or with regard to | ||||
| the conclusion of the Loan Agreement]; | and |
(d)
the Financial Cooperation Agreement between the Government of the Republic of Serbia and the Government of the Federal Republic of Germany dated ___ (the "Cooperation Agreement")
and such other laws, regulations, certificates, records, registrations and documents as I have deemed necessary or desirable to examine. In addition, I have made such investigations as I have deemed necessary or desirable for the purpose of giving this opinion.
2. Opinion
For the purposes of Article of the Loan Agreement, I am of the opinion that under the laws of the Republic of Serbia at the date hereof:
| 2.1 According to Article of the Constitution / Article of the law on | ||
| __________ | [please specify as appropriate | ] the Borrower is entitled to enter |
| into the Loan Agreement and has taken all necessary action to authorise the | ||
| execution, delivery and performance of the Loan Agreement, in particular by | ||
| virtue of: |
(a)
Law(s) No(s) dated of the parliament of the Republic of Serbia, ratifying the Loan Agreement / approving the execution, delivery and performance of the Loan Agreement by the Borrower /_____________[please insert as appropriate];
(b)
Resolution(s) No(s) dated of the Cabinet of Ministers / of the state loan committee / [please insert governmental or administrative bodies of Serbia as appropriate];
(c)
[please refer to other resolutions, decisions etc.].
| 2.2 Ms./Mr. (and Ms./Mr. ) is (are) duly authorised by | ||
| [e.g. by law due to her / his position (as Minister of / as ), by | ||
| government resolution , by power of attorney of dated | ||
| , etc. | ] to sign solely / jointly the Loan Agreement on behalf of the Borrower. | |
| The Loan Agreement as signed by Ms./Mr. (and | ||
| Ms./Mr.__________ ) has been duly executed on behalf of the | ||
| Borrower and constitutes legally binding obligations of the Borrower | ||
| enforceable against it at law in accordance with its terms. | ||
| [Alternative 1 for Section 2.3, to be used if in addition to the documents specified in | ||
| Section 2.1 and 2.2 certain official authorisations etc. must be obtained under the | ||
| laws of the Republic of Serbia | ||
| 2.3 For the execution and performance of the Loan Agreement by the Borrower | ||
| (including without limitation the obtaining and transfer to KfW of all amounts | ||
| due thereunder in the currencies specified therein), the following official | ||
| approvals, authorisations, licenses, registrations and / or consents have been | ||
| obtained and are in full force and effect: |
(a)
Approval of the [Central Bank / National Bank / ], dated , No ;
(b)
Consent of the [Minister / Ministry of ], dated , No ; and
(c)
[please list any other official authorisations, licenses and / or consents].
No other official authorisations, consents, licenses, registrations and / or approvals of any governmental authority or agency (including the Central / National Bank of the Republic of Serbia) or court are required or advisable in connection with the execution and performance of the Loan Agreement by the Borrower (including without limitation the obtaining and transfer to KfW of all amounts due thereunder in the currencies specified therein) and the validity and enforceability of the Borrower’s obligations under the Loan Agreement.
| [Alternative 2 for Section 2.3, to be used only if in addition to the documents | ||
| specified in Section 2.1 and 2.2 no official authorisations etc. must be obtained under | ||
| the laws of the Republic of Serbia:] | ||
| 2.3 No official authorisations, consents, licenses, registrations and / or approvals | ||
| of any governmental authority or agency (including the Central / National Bank | ||
| of the Republic of | Serbia | ) or court are required or advisable in connection with |
| the execution and performance of the Loan Agreement by the Borrower | ||
| (including without limitation the obtaining and transfer to KfW of all amounts | ||
| due thereunder in the currencies specified therein) and the validity and | ||
| enforceability of the Borrower's obligations under the Loan Agreement. |
2.4 No stamp tax or similar tax or duty has to be paid in connection with the validity or enforceability of the Loan Agreement.
| 2.5 The choice of German law to govern the Loan Agreement and the submission | |||||
| to arbitration in accordance with Article of the Loan Agreement are valid | |||||
| and binding. Arbitration awards against the Borrower will be recognised and | |||||
| enforceable in the Republic of | Serbia | according to the following | |||
| rules | :__________________[please insert applicable treaty (if any), e.g. the | ||||
| 1958 New York Convention, and / or the basic principles regarding recognition | |||||
| and enforcement of arbitration awards in Serbia]. |
| 2.6 The courts of the Republic of | Serbia | are at liberty to give judgment de- |
| nominated in the currency or currencies specified in the Loan Agreement. |
2.7 The borrowing by the Borrower under the Loan Agreement and the execution and performance by the Borrower of the Loan Agreement constitute private and commercial acts and not governmental or public acts. Neither the Borrower nor any of its property (with the exception of property to which the waiver of immunity does not apply in accordance with Article 15.8 of the Loan Agreement) has any right of immunity from arbitration, suit, execution, attachment or other legal process.
| 2.8 The Cooperation Agreement is in full force and effect under the constitution | |||||
| and laws of the Republic of | Serbia. | [Pursuant to Article 3. of the Cooperation | |||
| Agreement] [If the Cooperation Agreement has not entered into force but a | |||||
| double-taxation agreement does exist] Pursuant to the | [please | ||||
| specify treaty or applicable laws and regulations] | / the Borrower will not be | ||||
| required to make any deduction or withholding from any payment the Borrower | |||||
| has to make under the Loan Agreement and should any such deduction or | |||||
| withholding be subsequently imposed, the provisions of Article of the Loan | |||||
| Agreement shall operate so as to require the Borrower to indemnify KfW | |||||
| accordingly. |
| 2.9 KfW is not and will not be deemed to be resident, domiciled, carrying on | ||||
| business or be subject to taxation in the Republic of | Serbia | by reason only of | ||
| the execution, performance or enforcement of the Loan Agreement. It is not | ||||
| necessary or advisable that KfW be licensed, qualified or otherwise entitled to | ||||
| carry on business or that KfW appoints agents or representatives in the | ||||
| Republic of | Serbia | . |
Consequently, the obligations of the Borrower under the Loan Agreement constitute direct and unconditional, legal, valid and binding obligations of the Borrower which are enforceable against the Borrower in accordance with their respective terms. This legal opinion is limited to the laws of the Republic of Serbia.
________ , ___________
(Place) (Date)
| [Signature] |
Name:_________________
Enclosures:
Note: Please attach certified photocopies of the documents and legal
provisions referred to above (with respect to lengthy laws or the Constitution
of the Republic of Serbia, a copy of the relevant provisions would be sufficient)
and also provide KfW with an official English or German translation of each of
the above documents unless such document is issued in English or German as
an official language or unless KfW has indicated that another language is
satisfactory.
Annex 3 Confirmation letter from KfW regarding the German Government Guarantee
Financial Cooperation between the Republic of Serbia and the Federal Republic of Germany Programme: Efficient Water and Sanitation Programme for Green and Resilient Cities in Serbia (DKTI)
Dear Sirs,
We herewith confirm that we have received the Guarantee of the Federal Republic of Germany for the Loan as stipulated in the Loan Agreement dated ___________ for the Programme Efficient Water and Sanitation Programme for Green and Resilient Cities in Serbia (DKTI).
Yours sincerely,
KfW
Annex 4 Information concerning Article 15.10
[Insert address MoF]
Financial Cooperation between the Republic of Serbia and the Federal Republic of Germany Loan Agreement (Loan ID: 31801) amounting to EUR 70 million between KfW and the Republic of Serbia for the Programme “Programme: Efficient Water and Sanitation Programme for Green and Resilient Cities in Serbia (DKTI)” (BMZ-No. 2021 68 821), signed on ___________ (the “Loan Agreement”)
Dear Madam or Sir,
Reference is made to the Loan Agreement and your request to receive a confirmation from KfW regarding the entry into force of the Loan Agreement.
We herewith would like to confirm receipt of your confirmation on ratification dated ____________ in accordance with Article 15.10 b) of the Loan Agreement. To our positive knowledge, the requirements for the entry into force of the Loan Agreement as set out in Article 15.10 of the Loan Agreement have been fulfilled on____________.
Therefore, the payment of the management fee is due and payable on [insert date].
The confirmation is given on the date of its signing and the statements above shall not constitute a legal opinion nor legal advice in relation to German law or any other applicable law and do not limit or replace the fulfillment of the disbursement requirements as further specified in the Loan Agreement.
Yours sincerely,
KfW