Bank Of Montreal /Can/ (FNGU) 6-K, filed Apr 20, 2020

FORM 6-K

SECURITIES AND EXCHANGECOMMISSION

Washington, D.C. 20549

Report of a Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities ExchangeAct of 1934

For the Month of: April 2020

Commission File Number: 001-133354

Bank of Montreal

(Exact name of registrant as specified in its charter)

100 King Street West 1 First Canadian Place Toronto, Ontario Canada, M5X 1A1<br><br> <br>(Executive Offices)	129 rue Saint-Jacques Montreal, Quebec Canada, H2Y 1L6(Head Office)

(Address of registrant’s principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ¨	Form 40-F x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

THIS REPORT ON FORM 6-K IS BEING FILED FOR THE PURPOSE OF ADDING EXHIBITS TO BANK OF MONTREAL’S REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-237342). THE EXHIBITS TO THIS REPORT SHALL BE DEEMED TO BE A PART OF SUCH REGISTRATION STATEMENT FROM THE DATE ON WHICH THIS REPORT IS FILED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED.

In connection with the registrant’s issuance of certain of its Senior Medium-Term Notes, Series F, denominated in U.S. dollars (collectively, the “Notes”) following the date of this report on Form 6-K, pursuant to the Bank’s shelf registration statement on Form F-3 (File No. 333-237342), the registrant is filing the exhibits set forth in the exhibit index below.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BANK OF MONTREAL
By:	/S/ LAURENCE KAPLAN
	Name Laurence Kaplan<br><br> <br>Title: Managing Director, Cross-Asset<br><br> <br>Solutions
Date:	April 20, 2020

EXHIBIT INDEX

Exhibit	Description of Exhibit
4.7	Form of Master Note representing certain issuances of the Notes.
5.3	Opinion of Osler, Hoskin & Harcourt LLP, Canadian counsel for the Bank, as to certain matters under Canadian and Ontario law.
5.4	Opinion of Morrison & Foerster LLP, as to the validity of the Notes under New York law.
5.5	Opinion of Mayer Brown LLP, as to the validity of the Notes under New York law.
8.3	Opinion of Torys LLP, as to Canadian federal tax matters.
23.6	Consent of Osler, Hoskin & Harcourt LLP (included in Exhibit 5.3 above).
23.7	Consent of Morrison & Foerster LLP (included in Exhibit 5.4 above).
23.8	Consent of Mayer Brown LLP (included in Exhibit 5.5 above).
23.9	Consent of Torys LLP.
23.10	Consent of Morrison & Foerster LLP, as to<br><br> <br>U.S. federal tax matters.
23.11	Consent of Mayer Brown LLP, as to U.S. federal tax matters.

Exhibit 4.7

(Face of Security)

THIS SECURITY IS A GLOBAL SECURITY WITHINTHE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITYMAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BEREGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBEDIN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BYAN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO BANK OF MONTREAL,OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. ORTO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUEOR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS SECURITY IS A MASTER NOTE WITHIN THEMEANING SPECIFIED HEREIN AND REPRESENTS AN INVESTMENT SECURITY WITHIN THE MEANING OF ARTICLE EIGHT OF THE NEW YORK UNIFORM COMMERCIALCODE (“NY UCC”). THIS SECURITY IS GOVERNED AND SUBJECT TO SECTION 8-202 OF THE NY UCC. THE TERMS OF THE SECURITIESOF ANY SERIES REPRESENTED HEREBY ARE INCORPORATED BY REFERENCE TO THE APPLICABLE PRICING SUPPLEMENT. BY ACCEPTANCE OF THIS SECURITY,THE HOLDER IS DEEMED TO HAVE KNOWLEDGE OF SUCH TERMS AND TO HOLD SUCH SECURITIES SUBJECT TO AND IN ACCORDANCE WITH SUCH TERMS.

BANK OF MONTREAL

SENIOR MEDIUM-TERM NOTES, SERIES F

(Master Note)

This Security will not constitute a deposit that is insured under

the Canada Deposit Insurance Corporation Act or by the

United States Federal Deposit Insurance Corporation

This Security is a Global Security (as defined in Section 101 of the Indenture) and may represent one or more series of the Securities as contemplated therein. Bank of Montreal is a Canadian chartered bank (hereinafter called the “Bank,” which term includes any successor Person under the Indenture). The terms for each series of Securities are hereby reflected in this Security, the Bank’s prospectus dated April 20, 2020, as it may be supplemented by the prospectus supplement specified from time to time in the Distribution Agreement, dated April 20, 2020, as it may be supplemented or amended from time to time (the “Prospectus”), relating to the Securities evidenced hereby, and in the pricing supplement(s) identified and noted by the Trustee on Annex A attached hereto (each such pricing supplement, together with the Prospectus and any product supplement designated therein (if applicable), a “Pricing Supplement”), which Pricing Supplement(s) are on file with the Trustee. With respect to each issuance of Securities, the description and terms of such Securities contained in the applicable Pricing Supplement are hereby incorporated by reference herein and are deemed to be a part of this Security as of the Original Issue Date specified on Annex A. Each reference to “this Security” or a “Security of a series” includes and shall be deemed to refer to each Security of a series evidenced hereby that is referenced in a Pricing Supplement. For the avoidance of doubt, a Pricing Supplement may bear a different name given to a similar document filed by the Bank under the Securities Act of 1933 pursuant to Rule 424(b) thereof.

Every term of this Security is subject to modification, amendment, supplementation or elimination through the incorporated terms of the applicable Pricing Supplement, whether or not the phrase “unless otherwise provided in the Pricing Supplement” or language of similar meaning precedes the term of this Security so modified, amended or eliminated. Without limiting the foregoing, in the case of each Security of any series evidenced hereby, the Holder of this Security is directed to the applicable Pricing Supplement for a description of certain terms of such series, including the manner of determining the amount of cash payable or (if applicable) securities or other assets deliverable at maturity or at any other time and the method of determining, and the dates (if any) for the payment and resetting of, interest or other interim payments, if any, on such series of the Securities (including, without limitation, information relating to any applicable interest rate, relevant securities, currency, commodities, or other index or indices, any single security, currency or commodity or basket thereof of any combination of the foregoing that may be relevant to such determination), the dates, if any, on which the principal amount of and interest, if any, on such series of the Securities is determined and payable, the amount payable upon any acceleration of such series of the Securities and the principal amount of such series of the Securities and the principal amount of such series of the Securities deemed to be Outstanding for purposes of determining whether Holders of the requisite principal amount of Securities have made or given any request, demand, authorization, direction, notice, consent, waiver or other action under the Indenture, including any limitation on the ability of the Holder to seek to collect amounts due hereunder.

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Other terms used in this Security that are not defined herein but that are defined in the Indenture referred to in Section 1 on the reverse of this Security are used herein as defined therein.

This Security is a “Master Note”, which term means a Security that provides for incorporation thereof the terms of each Series of Securities by reference to the applicable Pricing Supplements, substantially as contemplated herein.

The Bank for value received, hereby promises to pay to CEDE & CO., or registered assigns, on each principal payment date, including each amortization date, redemption date, repayment date or maturity date, as applicable and specified in the applicable Pricing Supplement and on each interest payment date and at maturity, the interest then due and payable, if any, as so specified in the applicable Pricing Supplement. Unless otherwise set forth in the applicable Pricing Supplement, any premium and any such installment of interest that is overdue at any time shall also bear interest at the rate per annum at which the principal then bears interest (to the extent that the payment of such interest shall be legally enforceable), from the date any such overdue amount first becomes due until it is paid or made available for payment. Notwithstanding the foregoing, interest on any principal, premium or installment of interest that is overdue shall be payable on demand.

Unless otherwise set forth in the applicable Pricing Supplement, any interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the 3^rd^ business day next preceding such Interest Payment Date (a “Regular Record Date”). Any interest not punctually so paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and such Defaulted Interest either may be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to the Holder of this Security not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of the applicable series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

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Manner of Payment– U.S. Dollars

Payment of any amount payable on any Security of any series represented hereby in U.S. dollars will be made at the office or agency of the Bank maintained for that purpose in The City of New York (or at any other office or agency maintained by the Bank for that purpose) or by wire transfer as described in the next paragraph, against surrender of this Security in the case of any payment due at Maturity (other than any payment of interest that first becomes due on an Interest Payment Date); provided, however, that subject to the next paragraph, payment of interest will be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.

Payment of any amount payable on any Security of any series represented hereby in U.S. dollars will be made by wire transfer of immediately available funds to an account maintained by the payee with a bank located in the Borough of Manhattan, The City of New York, if (i) the principal of such Security is at least $1,000,000 and (ii) the Holder entitled to receive such payment transmits a written request for such payment to be made in such manner to the Trustee at its Corporate Trust Office, Attention: Corporate Trust Services, and it is received on or before the fifth Business Day before the day on which such payment is to be made; provided that, in the case of any such payment due at the Maturity of the principal hereof, other than any payment of interest that first becomes due on an Interest Payment Date, subject to the section below entitled “Manner of Payment-Global Securities,” this Security must be surrendered at the office or agency of the Trustee maintained for that purpose in The City of New York (or at any other office or agency maintained by the Trustee for that purpose) in time for the Paying Agent to make such payment in such funds in accordance with its normal procedures. Any such request made with respect to any payment on such Security of any series payable to a particular Holder will remain in effect for all later payments on such Security payable to such Holder, unless such request is revoked on or before the fifth Business Day before a payment is to be made, in which case such revocation shall be effective for such payment and all later payments. In the case of any payment of interest payable on an Interest Payment Date, such written request must be made by the Person who is the registered Holder of this Security on the relevant Regular Record Date. The Bank will pay any administrative costs imposed by banks in connection with making payments by wire transfer with respect to this Security, but any present or future tax, duty, assessment or other governmental charge imposed upon any payment will be borne by the Holder of this Security and may be deducted from the payment by the Bank or the Paying Agent.

Manner of Payment– Global Securities

Notwithstanding any provision of this Security or the Indenture, the Bank may make any and all payments of principal and any premium and interest on this Security pursuant to the applicable procedures of the Depositary for this Security as permitted in Section 301 of the Indenture. Notwithstanding the foregoing, whenever the provisions hereof require that this Security be surrendered against payment of the principal and any premium and interest, such surrender may be effected by means of an appropriate adjustment to Annex A hereto to reflect the discharge of such payment, such an adjustment shall be made by the Trustee in a manner not inconsistent with the procedures of the Depositary, and in such circumstances this Security need not be surrendered.

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Payments Due ona Business Day

Notwithstanding any provision of this Security or the Indenture, where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then payment of interest or principal (and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date, Redemption Date, Repayment Date, or at the Stated Maturity; provided, however, that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date, Repayment Date or Stated Maturity, as the case may be, to the date of such payment.

_________________________

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

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IN WITNESS WHEREOF, the Bank has caused this instrument to be duly executed.

BANK OF MONTREAL
By
	Name: Laurence Kaplan
	Title: Managing Director, Cross-Asset
	Solutions

This is one of the Securities of the series designated herein and referred to in the Indenture.

Dated: April 20, 2020

WELLS FARGO BANK, NATIONAL <br><br>ASSOCIATION,
as Trustee
By
	Authorized Signatory

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(Reverse of Security)

1. Securitiesand Indenture

This Security is one of a duly authorized issue of securities of the Bank (herein called the “Securities”) issued and to be issued in one or more series under a Senior Indenture, dated as of January 25, 2010, as supplemented by the first Supplemental Indenture dated as of September 23, 2018 (herein called the “Indenture”), between the Bank and Wells Fargo Bank, National Association, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Bank, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. To the extent lawful, in the event of any conflict between the Indenture or this Security, and any Pricing Supplement, the Pricing Supplement shall prevail.

2. Denominations

The Securities of any series are issuable only in registered form without coupons in “Authorized Denominations,” which term shall have the following meaning. For each Security of any series having a principal amount payable in U.S. dollars, unless otherwise specified on the face of this Security, the Authorized Denominations shall be $1,000 and multiples thereof.

3. Redemptionat the Bank’s Option

Unless otherwise set forth in the applicable Pricing Supplement, a Security represented hereby shall not be redeemable at the option of the Bank before the Maturity Date. In the event the Bank elects to redeem the Notes, notice will be given to registered holders in the manner specified in the applicable Pricing Supplement.

In the event of redemption of this Security in part only, appropriate annotation of such partial redemption shall be made on Annex A.

Unless otherwise set forth in the applicable Pricing Supplement, a sinking fund provision will not be applicable.

4. Transferand Exchange

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of a Security of any Series is registrable in the Security Register, upon surrender of a Security for registration of transfer at the office or agency of the Bank in any place where the principal of and any premium and interest on any Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Bank and the Security Registrar duly executed by, the Holder hereof or his or her attorney duly authorized in writing, and thereupon one or more new Securities of the same series and of like tenor, of Authorized Denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

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As provided in the Indenture and subject to certain limitations therein set forth, Securities of any Series are exchangeable for a like aggregate principal amount of Securities of the same Series and of like tenor of a different Authorized Denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Bank may require payment of a sum sufficient to cover any tax, duty, assessment or other governmental charge payable in connection therewith.

Prior to due presentment of any Security for registration of transfer, the Bank, the Trustee and any agent of the Bank or the Trustee may treat the Person in whose name a Security is registered as the owner hereof for all purposes, whether or not the Security be overdue, and neither the Bank nor the Trustee nor any such agent shall be affected by notice to the contrary.

This Security shall be subject to the provisions of the Indenture relating to Global Securities, including the limitations in Section 305 thereof on transfers and exchanges of Global Securities. Any such exchange shall be recorded by the Trustee on Annex B hereto.

This Security is a Master Note and may be exchanged at any time, solely upon the request of the Bank to the Trustee, for one or more Global Securities in the same aggregate principal amount, each of which may or may not be a Master Note, as requested by the Bank. Any such exchange shall be recorded by the Trustee on Annex B hereto. Each such replacement Global Security that is a Master Note shall reflect such series of Securities that the Bank shall request. Each such replacement Global Security that is not a Master Note shall represent one (and only one) Security as requested by the Bank, and such Global Security shall be appropriately modified so as to reflect the terms of such Security.

5. Defeasance

The Indenture contains provisions for defeasance at any time of the entire indebtedness of a Security or of any series of Securities or certain restrictive covenants and Events of Default with respect to a Security or a series of Securities, in each case upon compliance with certain conditions set forth in the Indenture. Such provisions are applicable to a particular Security or series of Securities only to the extent specified in the applicable Pricing Supplement.

6. Default

If an Event of Default with respect to a Security of any series evidenced hereby shall occur and be continuing, the principal of such Securities plus any accrued and unpaid interest may be declared due and payable in the manner and with the effect provided in the Indenture. Upon payment (i) of the amount of principal and any accrued and unpaid interest so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that payment of such interest shall be legally enforceable), all of the Bank’s obligations in respect of the payment of the principal of and any interest on such Securities shall terminate.

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7. Remedies

If an Event of Default with respect to Securities of any series evidenced hereby shall occur and be continuing, the principal of such Securities of a series may be declared due and payable in the manner and with the effect provided in the Indenture.

As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities, the Holders of not less than 25% in principal amount of the Securities of such applicable series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of such series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 90 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by a Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Bank, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

8. Disclosureunder the Interest Act (Canada)

For disclosure purposes under the Interest Act (Canada), whenever in the Securities of any series or the Indenture interest at a specified rate is to be calculated on the basis of a period less than a calendar year, the yearly rate of interest to which such rate is equivalent is such rate multiplied by the actual number of days in the relevant calendar year and divided by the number of days in such period.

9. Modificationand Waiver

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Bank and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Bank and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Bank with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

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10. Definitions

All terms used in this Security that are defined in the Indenture shall have the meanings assigned to them in the Indenture.

11. GoverningLaw

This Security and the Indenture shall be governed by and construed in accordance with the laws of the State of New York.

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ANNEX A

Pricing Supplement (Name and/or Accession Number)	CUSIP Number and Title of Security	Initial Principal Amount of Security	Original Issue Date	Decrease in Principal Amount	Increase in Principal Amount	Effective Date of Increase or Decrease	Trustee Notation

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ANNEX A

Pricing Supplement (Name and/or Accession Number)	CUSIP Number and Title of Security	Initial Principal Amount of Security	Original Issue Date	Decrease in Principal Amount	Increase in Principal Amount	Effective Date of Increase or Decrease	Trustee Notation

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ANNEX B

The following exchanges of a part of this Global Security for physical certificates or part of another Global Security have been made:

Date of Exchange	Amount of Decrease in Principal Amount of this Global Security	Amount of Increase in Principal Amount of this Global Security	Principal Amount of this Global Security following such Decrease (or Increase)	Signature of Authorized Signatory of Trustee

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ANNEX C

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this Security, shall be construed as though they were written out in full according to applicable laws or regulations.

TEN COM - as tenants in common

TEN ENT - as tenants by the entireties

JT TEN - as joint tenants with the right of

survivorship and not as tenants

in common

UNIF GIFT MIN ACT - __________ Custodian _________

(Cust) (Minor)

under Uniform Gifts to Minors Act

______________________________

(State)

Additional abbreviations may also be used

though not in the above list.

_____________________________

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ANNEX C

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

___________________________________________________________

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE

_______________________

/______________________/

____________________________________________________________

(Please Print or Typewrite Name and Address

Including Postal Zip Code of Assignee)

____________________________________________________________

the attached Security and all rights thereunder, and hereby irrevocably constitutes and

appoints _______________________

____________________________________________________________

to transfer said Security on the books of the Bank, with full power of substitution in

the premises.

Dated: ______________

Signature Guaranteed

_________________________	___________________________
NOTICE: Signature must be guaranteed.	NOTICE: The signature to this assignment must correspond with the name of the Holder as written upon the face of the attached Security in every particular, without alteration or enlargement or any change whatever.

C-2

Exhibit 5.3

Osler,Hoskin & Harcourt LLP<br><br> <br>Box<br>50, 1 First Canadian Place<br><br> <br>Toronto, Ontario, Canada M5X 1B8<br><br> <br>416.362.2111<br>MAIN<br><br> <br>416.862.6666<br>FACSIMILE
Toronto<br><br> <br><br><br> <br><br><br> <br>Montréal<br><br> <br><br><br> <br><br><br> <br><br><br> <br>Calgary<br><br> <br><br><br> <br><br><br> <br>Ottawa<br><br> <br><br><br> <br><br><br> <br><br><br> <br><br><br> <br>Vancouver<br><br> <br><br><br> <br><br><br> <br><br><br> <br>New York	April 20, 2020<br><br> <br><br><br> <br>Bank of Montreal<br><br>100 King Street West<br><br>1 First Canadian Place<br><br>Toronto, Ontario<br><br>Canada, M5X 1A1<br><br> <br><br><br> <br>Dear Sirs/Mesdames:
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– Re: Bank of Montreal – SeniorMedium-Term Notes, Series F

We have acted as Canadian counsel to Bank of Montreal (the “Bank”) in connection with certain senior debt securities (the “Senior Debt Securities”) to be issued from time to time by the Bank pursuant to an indenture dated January 25, 2010 between the Bank and Wells Fargo Bank, National Association (the “Base Senior Debt Indenture”) as supplemented by the First Supplemental Indenture dated September 23, 2018 between the Bank and Wells Fargo Bank, National Association (together with the Base Senior Debt Indenture, the “Senior Debt Indenture”).

We have examined certain portions of the following:

(i)	the Senior Debt Indenture;
(ii)	the registration statement of the Bank on Form F-3, file number 333-237342, as amended (the “RegistrationStatement”); and
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(iii)	the prospectus of the Bank included in the Registration Statement and the prospectus supplement<br>to the Prospectus dated April 20, 2020 (collectively, the “Prospectus”).
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For the purposes of our opinions below, we have examined such statutes, public and corporate records, certificates and other documents, and considered such questions of law, as we have considered relevant and necessary as a basis for the opinions expressed herein. In such examination, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or photostatic or electronic copies or facsimiles. For the purposes of the opinions expressed herein, we have, without independent investigation or verification, assumed that the Senior Debt Indenture has been duly authorized, executed and delivered by, and constitutes a legal, valid and binding obligation of, each party thereto other than the Bank.

In giving this opinion, we express no opinion as to any laws other than, at the date hereof, the laws of the Province of Ontario and the federal laws of Canada applicable therein.

With respect to the continuing existence of the Bank as a Schedule I bank under the Bank Act (Canada) referred to in paragraph 1 below, we have relied, without independent investigation or verification, exclusively upon a Certificate of Confirmation dated April 20, 2020 issued by the Office of the Superintendent of Financial Institutions (“OSFI”).

Further, we draw to your attention that some Senior Debt Securities specified in the applicable prospectus supplements or pricing supplements, as applicable, as being “bail-inable debt securities” may be subject to conversion in whole or part into common shares of the Bank or its affiliates under subsection 39.2(2.3) of the Canada Deposit Insurance Corporation Act (Canada).

Based and relying upon the foregoing and subject to the qualifications set forth herein, we are of the opinion that:

1.	The Bank validly exists as a Schedule I bank under the Bank Act (Canada) and has the<br>corporate power to create, issue and sell the Senior Debt Securities.
2.	When the creation of the Senior Debt Securities has been duly authorized by the Bank and when<br>the terms of particular Senior Debt Securities and the issuance and sale of such Senior Debt Securities have been duly authorized<br>by all necessary corporate action in conformity with the Senior Debt Indenture, and when such Senior Debt Securities have been<br>duly executed, authenticated and issued in accordance with the Senior Debt Indenture and delivered against payment therefor as<br>contemplated in the Registration Statement and the Prospectus and any applicable agreement of purchase and sale, such Senior Debt<br>Securities will be validly issued.
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3.	The Senior Debt Indenture has been duly authorized, executed and, to the extent delivery is a<br>matter governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, delivered by the Bank,<br>and does, with respect to the provisions thereof governed by the laws of the Province of Ontario and the federal laws of Canada<br>applicable therein, constitute a legal, valid and binding obligation of the Bank enforceable against it in accordance with its<br>terms.
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The opinions expressed herein are provided solely for the benefit of the addressees in connection with the Senior Debt Securities to be issued under the Registration Statement and are not to be transmitted to any other person, nor are they to be relied upon by any other person or for any other purpose or referred to in any public document or filed with any government agency or other person without our prior express consent. The opinions expressed herein may be relied upon by each of Morrison & Foerster LLP and Mayer Brown LLP for the purposes of their respective opinions, with respect to the subject matter hereof.

The opinion set forth in paragraph 3 above as to the enforceability of the Senior Debt Indenture is subject to the following qualifications:

(i)	enforceability may be limited by the Canada Deposit Insurance Corporation Act (Canada),<br>the Winding-up and Restructuring Act (Canada) and bankruptcy, insolvency, reorganization, receivership, moratorium, arrangement<br>or winding-up laws or other similar laws affecting the enforcement of creditors’ rights generally;
(ii)	enforceability may be limited by equitable principles, including the principle that equitable<br>remedies such as specific performance and injunction may only be granted in the discretion of a court of competent jurisdiction;
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(iii)	pursuant to the Currency Act (Canada) a judgment by a Canadian court must be awarded in<br>Canadian currency and that such judgment may be based on a rate of exchange in existence on a day other than the day of payment;<br>and
---	---
(iv)	enforceability will be subject to the limitations contained in the Limitations Act, 2002 (Ontario),<br>and we express no opinion as to whether a court may find any provision of the Senior Debt Indenture to be unenforceable as an attempt<br>to vary or exclude a limitation period under that Act.
---	---

If a pricing supplement relating to the offer and sale of particular notes (the “Notes”) representing the Senior Debt Securities is prepared and filed by the Bank with the U.S. Securities and Exchange Commission on a date after the date hereof and such pricing supplement contains a reference to our firm and our opinion substantially in the form set forth below, the consent set forth below shall apply to the reference to us and our opinion in substantially the following form:

In the opinion of Osler, Hoskin & Harcourt LLP, the issue and sale of the Notes has been duly authorized by all necessary corporate action of the Bank in conformity with the Senior Indenture, and when this pricing supplement has been attached to, and duly notated on, the master note that represents the Notes, the Notes will have been validly executed and issued and, to the extent validity of the Notes is a matter governed by the laws of the Province of Ontario, or the laws of Canada applicable therein, and will be valid obligations of the Bank, subject to the following limitations (i) the enforceability of the Senior Indenture may be limited by the Canada Deposit Insurance CorporationAct (Canada), the Winding-up and Restructuring Act (Canada) and bankruptcy, insolvency, reorganization, receivership, moratorium, arrangement or winding-up laws or other similar laws affecting the enforcement of creditors’ rights generally; (ii) the enforceability of the Senior Indenture may be limited by equitable principles, including the principle that equitable remedies such as specific performance and injunction may only be granted in the discretion of a court of competent jurisdiction; (iii) pursuant to the Currency Act (Canada) a judgment by a Canadian court must be awarded in Canadian currency and that such judgment may be based on a rate of exchange in existence on a day other than the day of payment; and (iv) the enforceability of the Senior Indenture will be subject to the limitations contained in the Limitations Act, 2002 (Ontario), and such counsel expresses no opinion as to whether a court may find any provision of the Senior Debt Indenture to be unenforceable as an attempt to vary or exclude a limitation period under that Act. This opinion is given as of the date hereof and is limited to the laws of the Provinces of Ontario and the federal laws of Canada applicable thereto. In addition, this opinion is subject to customary assumptions about the Trustee’s authorization, execution and delivery of the Indenture and the genuineness of signatures and certain factual matters, all as stated in the letter of such counsel dated April 20, 2020, which has been filed as Exhibit 5.3 to Bank of Montreal’s Form 6-K filed with the SEC and dated April 20, 2020.

Each of the opinions set forth herein or referenced in any pricing supplement relating to the Notes may be relied upon by each of Morrison & Foerster LLP and Mayer Brown LLP for the purposes of their respective opinions with respect to the matters contemplated hereby.

We hereby consent to the filing of this opinion as an exhibit to the Bank’s Report of Foreign Private Issuer on Form 6-K. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required by the United States Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder.

Yours very truly,

/s/ Osler, Hoskin & Harcourt LLP

Exhibit 5.4

250 WEST 55TH STREET<br><br> NEW YORK, NY 10019-9601<br><br> <br><br><br> <br>TELEPHONE: 212.468.8000<br><br> <br>FACSIMILE: 212.468.7900<br><br> <br><br><br> <br>WWW.MOFO.COM	MORRISON & FOERSTER<br> LLP<br><br> <br><br><br> <br>BEIJING, BERLIN, BRUSSELS,<br><br> <br>DENVER, HONG KONG, LONDON,<br><br> <br>LOS ANGELES, NEW YORK,<br><br> <br>NORTHERN VIRGINIA, PALO ALTO,<br><br> <br>SAN DIEGO, SAN FRANCISCO, SHANGHAI,<br><br> <br>SINGAPORE, TOKYO, WASHINGTON, D.C.

April 20, 2020

Bank of Montreal

100 King Street West

1 First Canadian Place

Toronto, Ontario

Canada, M5X 1A1

Re: Bank of Montreal – Medium-Term Notes, Series F

Ladies and Gentlemen:

We have acted as special counsel in connection with certain series of senior debt securities (the “Notes”) which will be issued from time to time by Bank of Montreal, a bank organized under the laws of Canada (the “Bank”). The offerings of the Notes have been registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), under a registration statement on Form F-3, file number 333- 237342 (the “Registration Statement”).

The Notes will be issued pursuant to the Senior Indenture, dated as of January 25, 2010, as supplemented by the first Supplemental Indenture dated as of September 23, 2018 (collectively, the “Senior Indenture”), between the Bank and Wells Fargo Bank, National Association (the “Trustee”).

In connection with this opinion, we have examined such documents, instruments, certificates of public officials and of the Bank and such questions of law as we have deemed necessary for the purpose of rendering the opinion set forth herein. We also have examined the Registration Statement, including the form of the Indenture and the form of master note which will represent the Notes.

In such examination, we have assumed the genuineness of all signatures and the authenticity of all items submitted to us as originals and the conformity with originals of all items submitted to us as copies.

The opinions hereinafter expressed are subject to the following qualifications and exceptions:

(i) the effect of bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws relating to or affecting the rights of creditors generally, including, without limitation, laws relating to fraudulent transfers or conveyances, preferences and equitable subordination;

(ii) limitations imposed by general principles of equity upon the availability of equitable remedies or the enforcement of provisions of any Notes, and the effect of judicial decisions which have held that certain provisions are unenforceable where their enforcement would violate the implied covenant of good faith and fair dealing, or would be commercially unreasonable, or where their breach is not material;

(iii) our opinion is based upon current statutes, rules, regulations, cases and official interpretive opinions, and it covers certain items that are not directly or definitively addressed by such authorities;

(iv) we express no opinion as to the effect of any possible judicial, administrative or other action giving effect to, or which constitute, the actions of foreign governmental authorities or foreign laws;

(v) we express no opinion as to matters governed by laws of any jurisdiction other than the laws of the State of New York and the federal laws of the United States of America, as in effect on the date hereof; and

(vi) with respect to all federal and provincial laws of Canada, we are relying upon the opinion, dated the date hereof, of the Bank’s Canadian counsel, Osler, Hoskin & Harcourt LLP, and our opinion is subject to the assumptions, qualifications and limitations that are set forth in that opinion.

Based on the foregoing, it is our opinion that when the terms of the Notes to be issued under the Senior Indenture and their issuance and sale have been duly established in conformity with the Senior Indenture so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Bank, and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Bank, and when the Notes have been duly completed in accordance with the Senior Indenture and issued and sold as contemplated by the Registration Statement, and if all the foregoing actions have been duly authorized by the Bank, the Notes will be valid, binding and enforceable obligations of the Bank, entitled to the benefits of the Senior Indenture.

If a pricing supplement relating to the offer and sale of any particular Note is prepared and filed by the Bank with the Commission on a future date and the pricing supplement contains a reference to this firm and our opinion substantially in the form set forth below, the consent set forth below shall apply to the reference to us and our opinion in substantially the following form:

In the opinion of Morrison & Foerster LLP, when the pricing supplement has been attached to, and duly notated on, the master note that represents the Notes, and the Notes have been issued and sold as contemplated by the prospectus supplement and the prospectus, the Notes will be valid, binding and enforceable obligations of Bank of Montreal, entitled to the benefits of the Senior Indenture, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith). This opinion is given as of the date hereof and is limited to the laws of the State of New York. This opinion is subject to customary assumptions about the Trustee’s authorization, execution and delivery of the Senior Indenture and the genuineness of signatures and to such counsel’s reliance on the Bank and other sources as to certain factual matters, all as stated in the legal opinion dated April 20, 2020, which has been filed as Exhibit 5.4 to the Bank’s Form 6-K dated April 20, 2020.

We hereby consent to the filing of this opinion as an exhibit to a Report on Form 6-K filed by the Bank with the Commission on or about the date hereof and its incorporation by reference into the Registration Statement. In giving our consent hereunder, we do not admit hereby that we come within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission thereunder.

Very truly yours,
/s/ Morrison & Foerster LLP

Exhibit 5.5

Mayer<br> Brown LLP<br><br> <br>1221 Avenue of the Americas<br><br> <br>New York, NY 10020-1001<br><br> <br>United<br> States of America<br><br> <br>T: +1 212 506 2500<br><br> <br>F: +1 212 262 1910<br><br><br><br><br> <br>mayerbrown.com

April 20, 2020

Bank of Montreal

100 King Street West

1 First Canadian Place

Toronto, Ontario

Canada, M5X 1A1

Re: Bank of Montreal – Medium-Term Notes, Series F

Ladies and Gentlemen:

We have acted as special U.S. counsel in connection with certain senior debt securities (the “Notes”) which will be issued from time to time by Bank of Montreal, a bank organized under the laws of Canada (the “Bank”). The offerings of the Notes have been registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), under a registration statement on Form F-3, file number 333-237342, as amended (the “Registration Statement”).

In such examination, we have assumed the genuineness of all signatures and the authenticity of all items submitted to us as originals and the conformity with authentic originals of all items submitted to us as copies.

The opinions hereinafter expressed are subject to the following qualifications and exceptions:

(i)	the effect of bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar<br>laws relating to or affecting the rights of creditors generally, including, without limitation, laws relating to fraudulent transfers<br>or conveyances, preferences and equitable subordination;
(ii)	limitations imposed by general principles of equity upon the availability of equitable remedies<br>or the enforcement of provisions of any Notes, and the effect of judicial decisions which have held that certain provisions are<br>unenforceable where their enforcement would violate the implied covenant of good faith and fair dealing, or would be commercially<br>unreasonable, or where their breach is not material;
---	---
(iii)	our opinion is based upon current statutes, rules, regulations,<br>cases and official interpretive opinions, and it covers certain items that are not directly or definitively addressed by such authorities;
---	---
(iv)	we express no opinion as to the effect of any possible judicial, administrative or other action<br>giving effect to, or which constitute, the actions of foreign governmental authorities or foreign laws;
---	---
(v)	we express no opinion as to matters governed by laws of any jurisdiction other than the laws<br>of the State of New York and the federal laws of the United States of America, as in effect on the date hereof; and
---	---
(vi)	with respect to all federal and provincial laws of Canada, we are relying upon the opinion, dated<br>the date hereof, of the Bank’s Canadian counsel,<br>Osler, Hoskin & Harcourt LLP, and our opinion is subject to the assumptions, qualifications and limitations that are set forth<br>in that opinion.
---	---

“In the opinion of Mayer Brown LLP, when the pricing supplement has been attached to, and duly notated on, the master note that represents the Notes, and the Notes have been issued and sold as contemplated by the prospectus supplement and the prospectus, the Notes will be valid, binding and enforceable obligations of Bank of Montreal, entitled to the benefits of the Senior Indenture, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith). This opinion is given as of the date hereof and is limited to the laws of the State of New York. Insofar as this opinion involves matters governed by Canadian law, Mayer Brown LLP has assumed, without independent inquiry or investigation, the validity of the matters opined on by Osler, Hoskin & Harcourt LLP, Canadian legal counsel for the issuer, in its opinion expressed above. This opinion is subject to customary assumptions about the Trustee’s authorization, execution and delivery of the Senior Indenture and the genuineness of signatures and to such counsel’s reliance on the Bank and other sources as to certain factual matters, all as stated in the legal opinion dated April 20, 2020, which has been filed as an exhibit to a report on Form 6-K by the Bank of Montreal on April 20, 2020.”

We hereby consent to the filing of this opinion as an exhibit to a report on Form 6-K to be filed by the Bank with the Commission on or about the date hereof and its incorporation by reference into the Registration Statement. In giving our consent hereunder, we do not admit hereby that we come within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission thereunder.

Very truly yours,
/s/ Mayer Brown LLP

EXHIBIT 8.3

79 Wellington St. W., 30th Floor<br><br> <br>Box 270,<br> TD South Tower<br><br> <br>Toronto, Ontario M5K 1N2 Canada<br><br> <br>P. 416.865.0040	F. 416.865.7380<br><br> <br><br><br> <br>www.torys.com

April 20, 2020

Bank of Montreal

100 King Street West

1 First Canadian Place

Toronto, Ontario

Canada, M5X 1A1

Ladies and Gentlemen:

We are rendering this opinion as special Canadian tax counsel to Bank of Montreal, a bank organized under the laws of Canada (the “Bank”), in connection with the Bank’s registration statement on Form F-3 (File No. 333-237342) (the “Registration Statement”). The Registration Statement was filed with the Securities and Exchange Commission (the “Commission”) on April 20, 2020 and registers, among other securities, Debt Securities, including up to $25,000,000,000 aggregate principal amount of the Bank’s Senior Medium-Term Notes, Series F (the “Notes”), to be issued from time to time pursuant to a prospectus supplement dated April 20, 2020 (the “Prospectus Supplement”) to the prospectus dated April 20, 2020 forming a part of the Registration Statement (the “Prospectus”) and the Indenture dated as of January 25, 2010, as supplemented by the first Supplemental Indenture dated as of September 23, 2018, between the Bank and Wells Fargo Bank, National Association, as Trustee.

We are qualified to practice law only in the Province of Ontario. We express no opinion as to the laws of any jurisdiction other than those of the Province of Ontario and the federal laws of Canada applicable therein in effect on the date hereof.

We have reviewed the discussion set forth under the heading “Canadian Taxation,” in the Prospectus, as supplemented by the discussion under the heading “Certain Income Tax Consequences— Certain Canadian Income Tax Considerations” in the Prospectus Supplement, which were prepared by Osler, Hoskin & Harcourt LLP. Based upon current law, we adopt such discussion as our opinion with respect to the material Canadian federal income tax consequences of the purchase, ownership and disposition of Debt Securities, subject to the qualifications and limitations set forth in such discussion. We also confirm as our opinion the discussion of the material Canadian federal income tax consequences of the purchase, ownership and disposition of Debt Securities contained in any prospectus supplement, product supplement or pricing supplement in which we are named as the provider of such opinion, subject to the qualifications and limitations set forth in such discussion.

We consent to your filing a copy of this opinion as Exhibit 8.3 to a Current Report on Form 6-K, which will be incorporated by reference into the Registration Statement. In giving such permission, we do not admit hereby that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder. This opinion is expressed as of the date hereof and the date of any prospectus supplement, product supplement or pricing supplement in which we are named as the provider of a Canadian tax opinion contained therein. We disclaim any undertaking to advise you of any subsequent changes of the facts stated or assumed herein or any subsequent changes in applicable law after the date of this letter or the date of such prospectus supplement, product supplement or pricing supplement.

Yours truly,

/S/ TORYS LLP

79 Wellington St. W., 30th Floor<br><br> <br>Box 270, TD South Tower<br><br> <br>Toronto,<br> Ontario M5K 1N2<br><br> <br>Canada<br><br> <br>P. 416.865.0040	F. 416.865.7380<br><br> <br><br><br> <br>www.torys.com

Exhibit 23.9

April 20, 2020

Bank of Montreal 100

King Street West

1 First Canadian Place

Toronto, Ontario

Canada, M5X 1A1

Re: Bank of Montreal - Senior Medium-Term Notes, Series F

Ladies and Gentlemen:

Bank of Montreal, a bank organized under the laws of Canada (the “Bank”), has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form F-3 (File No. 333-237342), for the purpose of registering under the Securities Act of 1933, as amended, among other securities, Debt Securities, including up to $25,000,000,000 aggregate principal amount of the Bank’s Senior Medium-Term Notes, Series F (the “Notes”), to be issued from time to time pursuant to a prospectus supplement dated April 20, 2020 to the prospectus dated April 20, 2020 forming a part of the Registration Statement (the “Prospectus”), and the Indenture, dated as of January 25, 2010, as supplemented by the first Supplemental Indenture dated as of September 23, 2020, between the Bank and Wells Fargo Bank, National Association, as Trustee.

We hereby consent to any reference to us, in our capacity as special Canadian tax counsel to the Bank, or any opinion of ours delivered in that capacity in a prospectus supplement, product supplement or pricing supplement relating to the offer and sale of any particular Note or Notes prepared and filed by the Bank with the Commission on this date or a future date.

In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Sincerely,

/S/ TORYS LLP

EXHIBIT 23.10

250 WEST 55TH STREET<br><br> NEW YORK, NY 10019-9601<br><br> <br><br><br> <br>TELEPHONE: 212.468.8000<br><br> <br>FACSIMILE: 212.468.7900<br><br> <br><br><br> <br>WWW.MOFO.COM	MORRISON & FOERSTER<br> LLP<br><br> <br><br><br> <br>BEIJING, BERLIN,<br> BRUSSELS,<br><br>DENVER, HONG KONG, LONDON, <br><br>LOS ANGELES, NEW YORK, <br><br>NORTHERN VIRGINIA, PALO ALTO, <br><br>SAN DIEGO, SAN FRANCISCO, SHANGHAI, <br><br>SINGAPORE, TOKYO, WASHINGTON, D.C.

April 20, 2020

Bank of Montreal

100 King Street West

1 First Canadian Place

Toronto, Ontario

Canada, M5X 1A1

Re: Bank of Montreal - Medium-Term Notes, Series F

Ladies and Gentlemen:

Bank of Montreal, a bank organized under the laws of Canada (the “Bank”), has filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form F-3, file number 333-237342, for the purpose of registering under the Securities Act of 1933, as amended, among other securities, the Company's Senior Medium-Term Notes, Series F (the “Notes”), to be issued from time to time pursuant to the Indenture, dated as of January 25, 2010, as supplemented by the first Supplemental Indenture dated as of September 23, 2018, between the Bank and Wells Fargo Bank, National Association (the “Trustee”).

We hereby consent to any reference to us, in our capacity as special tax counsel to the Bank, or any opinion of ours delivered in that capacity in a product supplement, product prospectus supplement or pricing supplement relating to the offer and sale of any particular Note or Notes prepared and filed by the Bank with the Commission on this date or a future date.

In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,
/s/ Morrison & Foerster LLP

Exhibit 23.11

****<br><br> <br>Mayer Brown<br> LLP<br><br> <br>1221 Avenue of the Americas<br><br> <br>New York, NY 10020-1001<br><br> <br>United<br> States of America<br><br> <br>T: +1 212 506 2500<br><br> <br>F: +1 212 262 1910<br><br> <br>mayerbrown.com

April 20, 2020 Bank of Montreal

April 20, 2020

Bank of Montreal

100 King Street West

1 First Canadian Place

Toronto, Ontario

Canada, M5X 1A1

Re: Bank of Montreal - Medium-Term Notes, Series F

Ladies and Gentlemen:

In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very<br>truly yours,
/s/ Mayer Brown LLP

Bank Of Montreal /Can/ 6-K, filed Apr 20, 2020

About this 6-K