Barclays Bank PLC 6-K, filed Aug 5, 2021
Barclays Bank PLC (BWVTF)
About this 6-K
Barclays Bank PLC filed this 6-K on August 5, 2021.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
Under the Securities Exchange Act of 1934
August 5, 2021
Commission File Number 1-10257
Barclays bank plc
(Name of Registrant)
1 Churchill Place
London E14 5HP
England
(Address of Principal Executive Office)
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 ☐
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 SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE
IN THE REGISTRATION STATEMENT OF BARCLAYS BANK PLC ON FORM F-3 (No. 333-232144) AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT
IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.
Barclays Bank PLC (the “Registrant”) has filed a Registration Statement on Form F-3 (File No. 333-232144) in order to register under the Securities Act of 1933, as amended (the “Securities Act”), among other securities, the Registrant’s Global Medium-Term Notes, Series A (the “Notes”) that may be offered from time to time. This report on Form 6-K contains the exhibits set forth below.
| Exhibit No. | Description | |
| 5.1 | Opinion of Davis Polk & Wardwell London LLP, English counsel to the Registrant, as to certain matters under English law | |
| 5.2 | Opinion of Davis Polk & Wardwell LLP, special products counsel to the Registrant, as to the validity of certain of the Notes under New York law | |
| 23.1 | Consent of Davis Polk & Wardwell London LLP, English counsel to the Registrant (included in Exhibit 5.1) | |
| 23.2 | Consent of Davis Polk & Wardwell LLP, special products counsel to the Registrant (included in Exhibit 5.2) |
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BARCLAYS BANK PLC |
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| Date: August 5, 2021 | By: | /s/ Ian Merrill | ||
| Name: | Ian Merrill | |||
| Title: | Managing Director | |||
Exhibit 5.1
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+44 20 7418 1300 davispolk.com
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Davis Polk & Wardwell London llp 5 Aldermanbury Square
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| 5 August 2021 |
Barclays Bank PLC
1 Churchill Place
London E14 5HP
England
Dear Sirs
Issuance of Global Medium-Term Notes, Series A pursuant to an Indenture dated 16 September 2004
We have acted as advisers as to English law to Barclays Bank PLC, a public limited company organised under the laws of England and Wales (the “Bank”), in connection with the issuance by the Bank, from time to time, of Global Medium-Term Notes, Series A (the “Notes”) pursuant to an indenture dated 16 September 2004 between the Bank and The Bank of New York Mellon (formerly the Bank of New York), as trustee, as supplemented by a supplemental indenture (the “Supplemental Indenture”) dated as of 22 February 2018 (as so supplemented, the “Indenture”). The Bank has filed a registration statement on Form F-3 with the United States Securities and Exchange Commission (the “Commission”) on 14 June 2019 for the purposes of registering, under the United States Securities Act of 1933, as amended (the “Securities Act”), the Notes to be issued, from time to time, pursuant to the Indenture (the “Transaction”).
This opinion is confined to matters of English law as at the date of this opinion, and this opinion and any non-contractual obligations arising out of or in relation to it are governed by and shall be construed in accordance with English law. Accordingly, we express no opinion with regard to any system of law other than English law as currently applied by the English courts. To the extent that the laws of any other jurisdiction may be relevant, we have made no independent investigation thereof and our opinion is subject to the effect of such laws.
By accepting this opinion you irrevocably agree and accept that the courts of England shall have exclusive jurisdiction to hear and determine any dispute or claim arising out of or in connection with this opinion or its formation, including without limitation, (i) the creation, effect or interpretation of, or the legal relationships established by, this opinion and (ii) any noncontractual obligations arising out of or in connection with this opinion.
We assume no obligation to notify you of any future changes in law, including any changes occurring as a result of the United Kingdom withdrawing from the European Union, which may affect the opinions expressed herein, or otherwise to update this opinion in any respect.
Davis Polk & Wardwell London LLP is a limited liability partnership formed under the laws of the State of New York, USA and is authorised and regulated by the Solicitors Regulation Authority with registration number 566321.
Davis Polk includes Davis Polk & Wardwell LLP and its associated entities
 | Barclays Bank PLC |
Opinions
On the basis of our examination of the documents listed in Schedule 1 to this opinion and the other matters referred to above, and subject to the assumptions set out in Schedule 2 to this opinion, the qualifications set out in Schedule 3 to this opinion and any matters not disclosed to us, we are of the opinion that:
| 1. | Corporate existence. The Bank is a company that has been duly incorporated in Great Britain and registered in England and Wales. |
| 2. | Corporate power. The Bank has the requisite corporate capacity to issue the Notes. |
| 3. | Corporate action. When each Note is (i) authorized and executed as provided for in the approval by the Chief Finance Officer of the Bank on 12 June 2019 (the “June 2019 Written Approval”), being the document that we examined, as referred to in paragraph 4(f) of Schedule 1 to this opinion, and (ii) executed in accordance with the Indenture, being the document that we examined, as referred to in paragraph 1 of Schedule 1 to this opinion, the Bank will have duly authorized and executed the Notes. |
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 on the date hereof and its incorporation by reference into the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act. In addition, if a pricing supplement relating to the offer and sale of any particular Note or Notes is prepared and filed by the Bank with the Commission on the date of this opinion or on a future date and the pricing supplement contains a reference to Davis Polk & Wardwell LLP’s reliance on our opinion, this consent shall apply to such reference to us and our opinion.
| Yours faithfully |
| /s/ Davis Polk & Wardwell London LLP |
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| Barclays Bank PLC |
SCHEDULE 1
DOCUMENTS EXAMINED
For the purposes of this opinion, we have examined the following documents entered into in connection with the Transaction:
Transaction Document
| 1. | The Indenture; |
Corporate Documents
| 2. | a copy of the certificate of incorporation and certificate of incorporation on change of name and re-registration as a public company in respect of the Bank (the “Certificates of Incorporation”), disclosed in the Company Search referred to in paragraph 8 of Schedule 2 to this opinion; |
| 3. | a copy of the articles of association of the Bank adopted on 8 June 2021 (the “Articles”), disclosed in the Company Search referred to in paragraph 8 of Schedule 2 to this opinion; |
| 4. | a copy of a certificate of the Bank Assistant Secretary (the “Secretary’s Certificate”) given on 5 August 2021 having attached to it: |
| (a) | a copy of an extract of the minutes of a meeting of the board of directors of the Bank held on 14 April 1994 (the “1994 Board Minutes”) which established the Fund Raising Committee of the board of directors (the “Fund Raising Committee”); |
| (b) | a copy of the written resolutions of the Fund Raising Committee passed on 16 September 2004 (the “Fund Raising Committee Resolutions”), approving the establishment of the program to issue the Notes (the “Program”); |
| (c) | a copy of an extract of the minutes of a meeting of the board of directors of the Bank held on 17 December 2015 (the “2015 Board Minutes”), delegating authority, inter alia, in relation to the Program to the Chief Executive Officer and the Group Finance Director acting alone or jointly; |
| (d) | a copy of an extract of the minutes of a meeting of the board of directors of the Bank held on 15 December 2016 (the “2016 Board Minutes”), delegating authority, inter alia, in relation to the Program to the Chief Executive Officer and the Group Finance Director acting alone or jointly; |
| (e) | a copy of an extract of the resolutions of the board of directors of the Bank passed on 28 March 2018 (the “2018 Board Minutes”), delegating authority, inter alia, in relation to the Program to the Chief Executive Officer and the Chief Finance Officer acting alone or jointly; |
| (f) | a copy of the June 2019 Written Approval pursuant to which, among other things, the Chief Finance Officer approved the proposals whereby the Bank may issue the Notes from time to time under the Program; |
| (g) | a copy of the Written Approval dated 20 February 2018 (the “February 2018 Written Approval”) pursuant to which, among other things, the Group |
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| Barclays Bank PLC |
Finance Director approved the proposals whereby the Bank may enter into the Supplemental Indenture, and
| (h) | a copy of the Written Approval dated 31 March 2018 (the “March 2018 Written Approval”) pursuant to which, among other things, the Group Finance Director approved the extension of the February 2018 Written Approval, |
in each case certified to be a true and complete copy by the Bank Assistant Secretary; and
| 5. | a copy of a certificate of Ian Merrill, a Managing Director of the Bank (the “Officer’s Certificate”) given on 5 August 2021. |
Except as stated above we have not examined any contracts, instruments or other documents entered into by any party in respect of the Transaction or any corporate records of any party in respect of the Transaction and have not made any other enquiries concerning the Transaction or the parties thereto.
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| Barclays Bank PLC |
SCHEDULE 2
ASSUMPTIONS
For the purposes of this opinion, we have assumed:
| 1. | all documents submitted to us as originals are authentic and complete; |
| 2. | all documents submitted to us as copies, whether in physical or electronic form, conform to authentic, complete originals and, where a document has been examined by us in draft or specimen form, it will be or has been executed in the form of that draft or specimen; |
| 3. | all signatures (whether in physical or electronic form), stamps and seals on all documents that we reviewed are genuine and the person who affixed any signature (whether in physical or electronic form), or authorised the attachment and release of such signature, to any document is the person whose signature it purports to be or a person who had the authority of the person whose signature it purports to be to do so; |
| 4. | none of the Notes have been executed as a deed; |
| 5. | in relation to the Bank: |
| (a) | that the Certificates of Incorporation in the form referred to in paragraph 2 of Schedule 1 to this opinion are in force on the date of this opinion and the Articles in the form referred to in paragraph 3 of Schedule 1 to this opinion were in force at the date and time of the establishment of the Program and are in force on the date hereof; |
| (b) | that the 1994 Board Minutes, the Fund Raising Committee Resolutions, the 2015 Board Minutes, the 2016 Board Minutes, the 2018 Board Minutes, the June 2019 Written Approval, the February 2018 Written Approval and the March 2018 Written Approval referred to in paragraph 4 of Schedule 1 to this opinion are complete and correct, and that no amendment has been made thereto; |
| (c) | that the meetings of the board of directors of the Bank referred to in the 1994 Board Minutes, the 2015 Board Minutes, the 2016 Board Minutes and the 2018 Board Minutes, respectively, were properly constituted and convened, that all relevant policies and procedures of the Bank, including the terms of any delegation of authority to the Fund Raising Committee, the Chief Executive Officer, the Group Finance Director, the Chief Finance Officer and the Treasury Committee of the Bank, were complied with, that a quorum of properly appointed directors of the Bank (holding the necessary offices and meeting the other requirements for the purposes of forming a quorum) was present throughout the relevant meetings, that the resolutions referred to in the 1994 Board Minutes, the 2015 Board Minutes, the 2016 Board Minutes and the 2018 Board Minutes were properly passed, that all relevant provisions of the applicable United Kingdom Companies Act and the articles of association of the Bank in force on the date thereof were duly observed, and that such resolutions have not been amended, revoked or rescinded and are in full force and effect; |
| (d) | that the Fund Raising Committee Resolutions were properly passed as written resolutions in accordance with the articles of association of the Bank in force |
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| Barclays Bank PLC |
on the date thereof, that all eligible directors of the Bank (holding the necessary offices and being all the directors of the Bank who would have been entitled to vote on the matter had it been proposed as a resolution at a directors’ meeting (but excluding any director whose vote is not to be counted in respect of the particular matter)) have signed one or more copies of the Fund Raising Committee Resolutions or otherwise indicated agreement in writing to such Fund Raising Committee Resolutions, that all relevant policies and procedures of the Bank were complied with, that all relevant provisions of the applicable United Kingdom Companies Act and the articles of association of the Bank in force on the date thereof were duly observed, and that such resolutions have not been amended, revoked or rescinded and are in full force and effect;
| (e) | that the June 2019 Written Approval of the Chief Finance Officer of the Bank, the February 2018 Written Approval of the Group Finance Director and the March 2018 Written Approval of the Group Finance Director referred to in paragraph 4 of Schedule 1 to this opinion were duly given and have not been amended, revoked or rescinded and are in full force and effect; |
| (f) | each of the statements contained in the Secretary’s Certificate and the Officer’s Certificate is true and correct as at the date hereof; |
| 6. | the issue of the Notes, from time to time, does not fall to be designated in the consolidated balance sheet of Barclays PLC and its subsidiaries as undated or dated loan capital (or a corresponding designation); |
| 7. | the directors of the Bank acted in good faith and in accordance with their duties under all applicable laws and the Articles in authorising execution of the Notes; |
| 8. | the information revealed by our search of the entries shown on an online search at Companies House in England and Wales on 4 August 2021 with respect to the Bank (the “Company Search”) (i) was accurate in all respects and has not since the time of such search been altered, and (ii) was complete and included all relevant information which should properly have been submitted to the Registrar of Companies; |
| 9. | the information revealed by the results of a telephone search with the Companies Court in London of the Central Registry of Winding Up Petitions on 4 August 2021 with respect to the Bank (the “Central Registry Search”) was accurate in all respects and has not since the time of such enquiry been altered; |
| 10. | no foreign law which may apply with respect to the Notes or the transactions and matters contemplated thereby would be such as to affect any of the conclusions stated herein; and |
| 11. | all consents, licenses, approvals, authorisations, registrations, notices or filings which are necessary under any applicable laws in order to permit the execution and delivery of the Notes or the performance of the Bank’s obligations thereunder, or otherwise in connection therewith, have been made or obtained. |
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| Barclays Bank PLC |
SCHEDULE 3
QUALIFICATIONS
Our opinion is subject to the following qualifications:
| 1. | The Company Search is not capable of revealing conclusively whether or not, inter alia, (i) a winding-up order has been made or a resolution passed for the winding up of a company; or (ii) an administration order has been made; (iii) a receiver, administrative receiver, administrator or liquidator has been appointed; or (iv) a court order has been made under the Cross-Border Insolvency Regulations 2006, since notice of these matters may not be filed with the Registrar of Companies immediately and, when filed, may not be entered on the electronic records of the relevant company immediately. In addition, the Company Search is not capable of revealing, prior to the making of the relevant order or the appointment of an administrator otherwise taking effect, whether or not a winding-up petition or an application for an administration order has been presented or notice of intention to appoint an administrator under paragraphs 14 or 22 of Schedule B1 to the Insolvency Act 1986 has been filed with the court. |
| 2. | The Central Registry Search relates only to the presentation of (i) a petition for the making of a winding-up order or the making of a winding-up order by the Court; (ii) an application to the High Court of Justice in London for the making of an administration order and the making by such court of an administration order; and (iii) a notice of intention to appoint an administrator or a notice of appointment of an administrator filed at the High Court of Justice in London. It is not capable of revealing conclusively whether or not such a winding-up petition, application for an administration order, notice of intention or notice of appointment has been presented or winding-up or administration order granted. |
| 3. | This opinion is subject to all applicable laws relating to (a) the effect on the Bank of the Banking Act 2009 or any secondary measure thereunder and (b) bankruptcy, insolvency, liquidation, administration, voluntary arrangement, scheme of arrangement, moratorium, reorganisation, rescheduling, fraudulent transfer, preference, transactions at undervalue or other laws of general application relating to or affecting the rights of creditors. |
| 4. | Legislation, treasury rules and other laws and regulations in England and Wales restrict or prohibit payments, transactions and dealings with assets and individuals or entities having a proscribed connection with certain countries or subject to international sanctions or associated with terrorism. |
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Exhibit 5.2
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Davis Polk & Wardwell llp 450 Lexington Avenue davispolk.com
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| August 5, 2021 |
Barclays Bank PLC
1 Churchill Place,
London E14 5HP, England
Ladies and Gentlemen:
Barclays Bank PLC, a public limited company organized under the laws of England and Wales (the “Bank”), has filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form F-3 (File No. 333-232144) on June 14, 2019 (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), among other securities, the Bank’s Global Medium-Term Notes, Series A (the “Notes”), to be issued from time to time pursuant to the Senior Debt Securities Indenture dated as of September 16, 2004 between the Bank and The Bank of New York Mellon (formerly The Bank of New York), as trustee (the “Trustee”), as supplemented by a Supplemental Indenture dated as of February 22, 2018 (as so supplemented, the “Indenture”).
We have been appointed by you as your special United States products counsel, and we have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.
In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all documents filed as exhibits to the Registration Statement that have not been executed will conform to the forms thereof, (iv) all signatures on all documents that we reviewed are genuine, (v) all natural persons executing documents had and have the legal capacity to do so, (vi) all statements in certificates of public officials and officers of the Bank that we reviewed were and are accurate and (vii) all representations made by the Bank as to matters of fact in the documents that we reviewed were and are accurate.
Based upon the foregoing, and subject to the additional assumptions and qualifications set forth below, we advise you that, in our opinion, when the specific terms of a particular series of Notes have been duly authorized and established in accordance with the Indenture, and such Notes have been duly authorized, executed, authenticated, issued and delivered in accordance with the Indenture and the applicable underwriting or other distribution agreement against payment therefor, such Notes will constitute valid and binding obligations of the Bank, enforceable in accordance with their respective terms, 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) and possible judicial or regulatory actions giving effect to governmental actions or foreign laws affecting creditors’ rights, provided that we express no opinion as to (i) the effect of fraudulent conveyance, fraudulent transfer or
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similar provision of applicable law on the conclusions expressed above or (ii) the validity, legally binding effect or enforceability of any provision that permits holders to collect any portion of the stated principal amount upon acceleration of the Notes to the extent determined to constitute unearned interest.
In connection with the opinion expressed above, we have assumed that, at or prior to the time of the delivery of any such Notes, (i) pursuant to the authority granted by the Board of Directors of the Bank, a duly authorized officer of the Bank shall have duly established the terms of such Notes and duly authorized the issuance, execution, sale and delivery of such Notes, in each case as a matter of English law, and such authorization shall not have been modified or rescinded; (ii) the Bank is, and shall remain, validly existing as a company in good standing under the laws of England and Wales; (iii) the Trustee is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation; (iv) the effectiveness of the Registration Statement shall not have been terminated or rescinded; (v) the Indenture and the Notes (the “Documents”) have been duly authorized, executed, authenticated (if applicable) and delivered by, and are each valid, binding and enforceable agreements of, each party thereto (other than as expressly covered above in respect of the Bank); (vi) the Notes will be executed in substantially the form reviewed by us; (vii) the execution, delivery and performance of each Document by each party thereto (1) are within the corporate powers of each such party, (2) do not contravene, or constitute a default under, the articles or certificate of incorporation or bylaws or other constitutive documents of such party, (3) require no action by or in respect of, or filing with, any governmental body, agency or official and (4) do not and will not contravene, or constitute a default under, any provision of applicable law or public policy or regulation, or any judgment, injunction, order or decree or any agreement or other instrument binding on any such party; and (viii) there shall not have occurred any change in law affecting the validity or enforceability of such Notes. We have also assumed that the terms of any Note to be established subsequent to the date hereof, the issuance and delivery of such Note and the compliance by the Bank with the terms of such Note will not violate any applicable law or public policy or regulation and will not result in a violation of any provision of any instrument or agreement then binding upon the Bank or any restriction imposed by any court or other governmental body, agency or official having jurisdiction over the Bank.
In connection with our opinion above, we note that, as of the date of this opinion, a judgment for money in an action based on Notes payable in foreign currencies in a federal or state court in the United States ordinarily would be enforced in the United States only in United States dollars. The date used to determine the rate of conversion of the foreign currency in which a particular Note is payable into United States dollars will depend upon various factors, including which court renders the judgment. However, if a judgment for money in an action based on the Notes were entered by a New York court applying New York law, such court would render a judgment in such foreign currency and such judgment would be converted into United States dollars at the rate of exchange prevailing on the date of entry of such judgment.
We express no opinion as to (i) provisions in the Indenture that purport to constitute waivers of claims that a particular jurisdiction is an inconvenient forum or (ii) the effectiveness of any service of process made other than in accordance with applicable law.
We are members of the Bar of the State of New York, and the foregoing opinion is limited to the laws of the State of New York. Insofar as the foregoing opinion and the opinions expressed in the paragraph quoted below involve matters governed by English law, we have relied, with your permission, on the opinion of Davis Polk & Wardwell London LLP, dated as of August 5, 2021, to be
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filed as an exhibit to a report on Form 6-K to be filed on the date hereof, and our opinion is subject to the qualifications, assumptions and limitations set forth therein.
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 on the date hereof and its incorporation by reference into the Registration Statement.
In addition, if a pricing supplement relating to the offer and sale of any particular Note or Notes is prepared and filed by the Bank with the Commission on this date or a future date and the pricing supplement contains a reference to us and our opinion substantially in the form set forth below, this consent shall apply to the reference to us and our opinion in substantially such form:
“In the opinion of Davis Polk & Wardwell LLP, as special United States products counsel to the Bank, when the notes offered by this pricing supplement have been executed and issued by the Bank and authenticated by the Trustee pursuant to the Indenture, and delivered against payment as contemplated herein, such notes will be valid and binding obligations of the Bank, enforceable in accordance with their terms, 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) and possible judicial or regulatory actions giving effect to governmental actions or foreign laws affecting creditors’ rights, provided that such counsel expresses no opinion as to [(i)] the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above [or (ii) the validity, legally binding effect or enforceability of any provision that permits holders to collect any portion of the stated principal amount upon acceleration of the Notes to the extent determined to constitute unearned interest]. 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 English law, Davis Polk & Wardwell LLP has relied, with the Bank’s permission, on the opinion of Davis Polk & Wardwell London LLP, dated as of August 5, 2021, filed as an exhibit to a report on Form 6-K by the Bank on August 5, 2021, and this opinion is subject to the same assumptions, qualifications and limitations as set forth in such opinion of Davis Polk & Wardwell London LLP. In addition, this opinion is subject to customary assumptions about the Trustee’s authorization, execution and delivery of the Indenture and its authentication of the notes and the validity, binding nature and enforceability of the Indenture with respect to the Trustee, all as stated in the opinion of Davis Polk & Wardwell LLP, dated August 5, 2021, which has been filed as an exhibit to the report on Form 6-K referred to above. [This opinion is also subject to the discussion, as stated in such opinion, of the enforcement of notes denominated in a foreign currency.]”
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/ Davis Polk & Wardwell LLP
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