LEGAL OPINION, 영문계약서, 법률 의견

LEGAL OPINION

 

 

The Export-Import Bank of Korea                                    [DATE]

Seoul, Korea

 

Attention: [Title], [•] Department

 

Dear Sirs:

 

In my capacity as counsel to [•] (the "Borrower"), I have examined originals or copies of the following documents relating to the Loan Agreement dated [•] (the "Agreement") between the Borrower and The Export-Import Bank of Korea (the "Lender"):

 

(A) The Agreement; and

 

(B) Such other documents, which I have considered necessary or appropriate as a basis for the opinions, expressed herein.

 

The opinions expressed herein are limited to questions arising under the laws of [Borrower's Country] and its political subdivisions, and I do not purport to express an opinion on any question arising under the law of any other jurisdiction.

 

All terms defined in the Agreement and used but not defined herein have the meanings given to them in the Agreement.

 

Subject to the foregoing, it is my opinion that:

 

1. Power and Authority.  The Borrower is a corporation duly incorporated and validly existing under the laws of [Borrower's Country], and has the power and authority to own its property, to conduct its business as currently conducted and to execute, deliver and perform the Agreement and the Note.

 

2. Authorization.  The execution, delivery and performance by the Borrower of the Agreement have been duly authorized by all necessary action of the Borrower, and do not contravene any law, rule or regulation of [Borrower's Country].

 

3. Government Approvals.  All governmental authorizations, approvals and consents of [Borrower's Country] which are necessary to authorize the execution, delivery and performance of the Agreement or the Note have been obtained and are in full force and effect.

 

4. Enforceability. The Agreement has been duly executed and delivered by the Borrower and constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with their respective terms.

 

5. No Default.  To the best of my knowledge, no event has occurred and is continuing that constitutes, or that with the giving of notice or the lapse of time or both would constitute, an Event of Default or a default under any other agreement to which the Borrower is a party or by which it may be bound.

 

6. Legal Proceeding.  There are no actions or proceedings pending or, to my knowledge, threatened the adverse determination of which might have a materially adverse effect on the financial condition of the Borrower or impair the ability of the Borrower to perform its obligations under the Agreement.

 

7. Choice of Law.  The choice by the parties to the Agreement of the laws of the Republic of Korea is legal, valid and binding.

                                  

 

Very truly yours,

 

 

 

[Name of the Counsel]

2 Legal Opinion.doc